Final Tax Amount definition

Final Tax Amount has the meaning set forth in Section 4.01(b)(ii).

Final Tax Amount has the meaning set forth in Section 5.01(b)(ii) of this Agreement.

Final Tax Amount shall have the meaning set forth in Section 6.2 hereof.

Examples of Final Tax Amount in a sentence

• If, upon the final determination of the Final Tax Amount in respect of a distribution, the Final Tax Amount exceeds the Maximum Tax Amount, the amount of such tax deficiency shall be payable by the Holders and Beneficial Owners of ADSs (as of the applicable ADS Record Date for that distribution) to the Depositary for payment of the applicable tax deficiency.

• If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made to the Partners for subsequent Fiscal Years.

• Within thirty (30) days following the date on which the Partnership files its U.S. federal income tax return for a Fiscal Year, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “Final Tax Amount”) and shall cause the Partnership to distribute a Tax Distribution, out of Net Cash Flow, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount.

• If the Final Tax Amount is less that the Revised Estimated Tax Amount, then Seller shall pay Buyer, in cash, an amount equal to the excess of the Revised Estimated Tax Amount over the Final Tax Amount within thirty (30) days of the finalization of the pro forma Return.

• Notwithstanding anything in this Agreement to the contrary, Newco shall pay and be responsible for (x) any and all Transfer Taxes, and (y) any and all Incremental Separation Taxes; provided that Newco shall not be responsible for Taxes described in the foregoing clauses (x) and (y), in the aggregate, in excess of $12,000,000 (reduced by the Final Tax Amount).

More Definitions of Final Tax Amount

Final Tax Amount means, as of any date of determination, the amount, if any, of a Liability or Damages in respect of taxes of Univisa or USHI (or any affiliate or Subsidiary of either of them) for which Contributor and Parent would be liable under Section 8.2(a)(ii) of the Stock Contribution and Exchange Agreement, which taxes (a) are determined to be due and payable as of such date pursuant to (i) a final determination made by, or settlement concluded with, the applicable taxing authority with respect to such taxes or (ii) a final, binding and nonappealable judgment rendered with respect to such taxes and (b) are unpaid as of such date.

Final Tax Amount has the meaning ascribed thereto in Schedule 6 (PRC Tax reporting);

Final Tax Amount shall have the meaning set forth in Section 3.3(b).

Final Tax Amount shall have the meaning set forth in the Distribution Agreement.

Final Tax Amount with respect to each Aero Holder shall be equal to 45% of such distributive share reflected on the Form K-1. Within 10 days after delivery of the Schedule K-1, Aero shall pay to each Aero Common Holder in cash the amount, if any, by which the Final Tax Amount for such Aero Holder exceeds the Interim Tax Distributions received by such Aero Common Holder.

Final Tax Amount has the meaning set forth in Section 2.12(a).

Final Tax Amount has the meaning set forth in Section 4.02(c). “Fiscal Quarter” means, as applicable, a three-month period commencing on January 1, April 1, July 1 or October 1. “Fiscal Year” means, unless otherwise determined by the General Partner in its reasonable discretion in accordance with Section 11.12, (a) the period commencing upon the formation of the Partnership and ending on December 31, 2010 or (b) any subsequent twelve- month period commencing on January 1 and ending on December 31. “FLP Unit Account” means an account having the rights and obligations specified in this Agreement and convertible to Class S Units in accordance with Section 7.04. References to “FLP Unit Accounts” include Subclass 1 and Subclass 2 FLP Unit Accounts. For the avoidance of doubt, FLP Unit Accounts are not Class A Units, Class S Units or Preferred Series Unit Accounts. “GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time. “General Partner” means The Beneficient Company Group, L.P., a limited partnership formed under the laws of the State of Delaware, or any additional and/or successor general partner admitted to the Partnership in accordance with the terms of this Agreement, acting in its capacity as a general partner of the Partnership. “Hypothetical Class S Preferred Opening Capital Account Balance” means the balance of the Sub-Capital Account associated with a holder’s Class S Preferred Units as of the first day of a particular Fiscal Quarter, calculated on a compounded basis as if such Class S Preferred Units had been increased by an amount equal to the Quarterly Class S Preferred Return for all previous Fiscal Quarters, after making appropriate adjustments for any redemptions, conversions and distributions and excluding any allocations of Profit or Loss; provided, however, that in the event that any Class S Preferred Unit is to be converted or redeemed on a date that is not the first day of a Fiscal Quarter, then such applicable Hypothetical Class S Preferred Opening Capital Account Balance shall be determined as of such date, taking into account the proportionate Quarterly Class S Preferred Return for such period. - 8 - 737868395