Total Tax Consideration definition

Total Tax Consideration has the meaning set forth in Section 8.1(c).
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Total Tax Consideration means the total amount deemed received by the Company from Purchaser in exchange for the assets of the Company for income Tax purposes pursuant to this Agreement and the Section 338(h)(10) Election, including the Purchase Price, as adjusted hereunder, and any liabilities of the Company properly includible in determining the amount realized by the Company for income Tax purposes in connection with its deemed sale of its assets.
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Total Tax Consideration shall have the meaning specified in Section 2.5(a).
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Examples of Total Tax Consideration in a sentence

  • As soon as practicable after Purchaser’s exercise of its Section 338(h)(10) Election, Purchaser shall prepare a schedule (the “ Allocation Schedule”) allocating the Total Tax Consideration among the Assets of the Company as required by Sections 1060 and 338(h)(10) of the Code and the Treasury regulations thereunder.


More Definitions of Total Tax Consideration

Total Tax Consideration means the Aggregate Purchase Price and liabilities of the Company.
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Total Tax Consideration. See Section 2.4(a);
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Total Tax Consideration shall have the meaning set forth in Section 8.09(f)(ii).
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Total Tax Consideration has the meaning given to such term in Section 6.7(g).
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Related to Total Tax Consideration

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).