Actually Realizes means, for purposes of determining the timing of the incurrence of any Spin-Off Tax Liability, Income Tax Liability or Other Tax Liability or the realization of a Refund (or any related Tax cost or benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Income Taxes or Other Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Income Taxes or Other Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.
Actually Realizes means, for purposes of determining the timing of the incurrence of any Spin-Off Tax Liability, Income Tax Liability or Other Tax Liability or the realization of a Refund (or any related Income Tax or Other Tax cost or benefit) by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Income Taxes or Other Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Income Taxes or Other Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.
Actually Realizes means, for purposes of determining the timing of the incurrence of any Tax Liability or the realization of a Refund (or any related Tax cost or Tax Benefit), whether by receipt or as a credit or other offset to Taxes otherwise payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.
Examples of Actually Realizes in a sentence
With respect to any Taxes, Income Tax Benefit or Income Tax Detriment, "Actually Realized" or "Actually Realizes" means the date on which the relevant party makes a payment to a Taxing Authority (or, if earlier, the date on which such payment is due), the amount of which is increased or decreased (or netted to zero) by the effect of such item, or, if the effect of the item is to increase or decrease the amount of a Tax Refund, the date determined as if the item were a Tax Refund.
If an Indemnified Party Actually Realizes a Tax Benefit solely attributable to a Loss at any time subsequent to any indemnification payment pursuant to Section 8.9 or this Section 9, then such Indemnified Party shall reimburse the Indemnifying Party within ten (10) days for any payment made or expense incurred by such party in connection with providing such indemnification up to such amount actually received by such Indemnified Party.
To the extent that Purchaser or any of its Affiliates Actually Realizes a Tax Benefit as a result of any Deduction reflected on any Tax Return of Purchaser or any of its Affiliates for a taxable period beginning after the Closing Date, Purchaser shall pay the amount of such Tax Benefit to Seller within fifteen (15) days of Actually Realizing such Tax Benefit.
In the event any Indemnitee Actually Realizes a Tax cost in respect of a Third Party Claim or Direct Claim after the amount of such claim has been paid by an Indemnifying Party, the Indemnifying Party will promptly make payments to the Indemnitee as and when the Indemnitee Actually Realizes such Tax cost (or under such other method for determining the present value of any such anticipated Tax cost as agreed to by the Parties).
More Definitions of Actually Realizes
Actually Realizes means, for purposes of determining the timing of any Taxes (or related Tax cost or benefit) relating to any Payment, transaction, occurrence or event (including the receipt of any Tax Refund), the time at which the amount of Taxes payable by such person is increased above or reduced below, as the case may be, the amount of Taxes that such person would be required to pay but for such payment, transaction, occurrence or event.
Actually Realizes means, for purposes of determining the timing of the incurrence of any Tax liability or the realization of a Refund (or any related income tax or other Tax cost or benefit) in respect of any payment, transaction, occurrence or event, the time at which the amount of income taxes paid (or Refund realized) is increased above (or reduced below) the amount of income taxes that would otherwise have been required to be paid (or Refund that would otherwise have been realized) but for such payment, transaction, occurrence or event.
Actually Realizes means, for purposes of determining the timing of the incurrence of any Tax liability, Distribution Tax Liability, or the realization of a Refund (or any related Tax cost or benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.
Actually Realizes means actually incurred or realized (or actually incurs or realizes), and for purposes of determining the timing of the incurrence of any Tax Liability, Distribution Tax-Related Loss, or the realization of a Refund or other Tax Benefit (or any related Tax cost or benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, such Tax Liability, Distribution Tax-Related Loss, Refund or other Tax Benefit (or any related Tax cost or benefit) shall be Actually Realized at the time at which the amount of Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.
Actually Realizes means, for purposes of determining the timing of the incurrence of any Tax Liability, Distribution Tax-Related Losses, or the realization of a Refund or other Tax Benefit (or any related Tax cost or benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.
Actually Realizes means, with respect to any Tax Refund, the earlier of (i) the date on which the relevant party receives a payment from a Taxing Authority, (ii) if the relevant party may elect to apply a payment against any liability to the Taxing Authority, the date on which the party would receive the payment in the absence of such election, or (iii) the date on which the relevant party makes a payment to a Taxing Authority (or, if earlier, the date on which such payment is due), the amount of which is reduced by the Tax Refund or any portion thereof (including any deemed payment the amount of which has been netted to zero). With respect to any Taxes, Income Tax Benefit or Income Tax Detriment, "Actually Realized" or "Actually Realizes" means the date on which the relevant party makes a payment to a Taxing Authority (or, if earlier, the date on which such payment is due), the amount of which is increased or decreased (or netted to zero) by the effect of such item, or, if the effect of the item is to increase or decrease the amount of a Tax Refund, the date determined as if the item were a Tax Refund. "Affiliated Group" means the Affiliated group of which International is the common parent. "Carryforward Item" means any tax credit or loss carryforward of the International Group or the UCRI Group, or any of their members, arising in the Tax Indemnification Period. "Closing Date" means the date on which the Distribution occurs or is deemed to occur for Federal Income Tax purposes. Solely for purposes of this Agreement, the Distribution shall be deemed effective as of the close of business on the Closing Date.
Actually Realizes means the date on which the relevant party makes a payment to a Taxing Authority (or, if earlier, the date on which such payment is due), the amount of which is increased or decreased (or netted to zero) by the effect of such item, or, if the effect of the item is to increase or decrease the amount of a Tax Refund, the date determined as if the item were a Tax Refund. "Affiliated Group" means the Affiliated group of which International is the common parent. "Carryforward Item" means any tax credit or loss carryforward of the International Group or the UCRI Group, or any of their members, arising in the Tax Indemnification Period. "Closing Date" means the date on which the Distribution occurs or is deemed to occur for Federal Income Tax purposes. Solely for purposes of this Agreement, the Distribution shall be deemed effective as of the close of business on the Closing Date.