Offsetting Tax Benefit definition

Offsetting Tax Benefit means the amount of any Tax Benefit realized by Purchaser, the Company, its Subsidiaries or any affiliate in a taxable period attributable to an adjustment, such as a timing adjustment deferring a tax deduction, including depreciation or amortization, to a subsequent taxable period, resulting in an additional liability
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Offsetting Tax Benefit has the meaning set forth in Section 9.13.
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Offsetting Tax Benefit shall have the meaning set forth in Section 10.5. “Optional Termination Date” shall have the meaning set forth in Section 11.1(d). “Person” shall mean an individual, a partnership, a corporation, limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).
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Examples of Offsetting Tax Benefit in a sentence

  • The amount for which an Indemnifying Party shall be liable for indemnification under this Article X shall be reduced by: (i) any Offsetting Tax Benefit (as hereinafter defined); and (ii) the amount of any valid set off against the claim giving rise to such right of indemnification by the amount of any final judgment rendered or settlement effected as a result of a counterclaim or third party complaint arising out of or relating to such claim.


More Definitions of Offsetting Tax Benefit

Offsetting Tax Benefit means the aggregate amount by which the liability of the Indemnified Party, its affiliates, or any of them, with respect to Taxes is reduced (by way of deduction, credit, entitlement to refund or otherwise, whether available in the then current taxable year or as an adjustment to taxable income in any other taxable year or as a carry-forward or carry-back to subsequent or preceding taxable years, as applicable) by reason of the claim giving rise to such right of indemnification.
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Offsetting Tax Benefit means the amount of any Tax Benefit realized or to be realized by the Benefitted Party in a subsequent taxable period (including, without limitation, a taxable period ending after the Closing Date) attributable to, realized (or to be realized) in connection with or relating to an adjustment with respect to Taxes in a prior taxable period. For purposes of the determination of the amount of any Tax Benefit which is not currently realized, (i) the Benefitted Party shall be assumed to have sufficient taxable income to use any Tax Benefit in the taxable period or periods in which such Tax Benefit will first arise; (ii) the Effective Tax Rate (as hereinafter defined) in the most recent applicable taxable period shall be treated as applying to such Tax Benefit to be realized in such future taxable period; (iii) the amount of Tax Benefits shall be discounted to the present value of such Tax Benefits, determined using a discount rate equal to the applicable federal rate under Section 1274(d) of the Code for the period over which such Tax Benefits are assumed to be realized under clause (i) above; and (iv) appropriate adjustments shall be made taking account of any income recognition resulting from such Tax Benefit for any of the Companies in any period covered by the Other Returns, using the assumptions and discounting convention provided in this Section 4.5(k). The term "Effective Tax Rate" means the sum of (i) the maximum federal income tax rate imposed on corporations for the period in question plus (ii) the product of (A) the weighted average of the maximum state and local income tax rates imposed by all jurisdictions entitled to tax income of the applicable corporation times (B) one minus the maximum federal income tax rate referred to in clause (i).
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Offsetting Tax Benefit means the amount of any Tax Benefit realized by the Benefitted Party in one or more subsequent taxable periods (including, without limitation, a taxable period ending after the Closing Date) attributable to or relating to an adjustment with respect to Taxes in a prior taxable period. In the event that a final determination of an adjustment by a taxing authority results in a disallowance of a deduction, loss, refund, credit or other Tax benefit with respect to which a Tax Benefit or Offsetting Tax Benefit was previously paid or taken into account, the Indemnifying Party shall refund to the Indemnitee any resulting reduction in the Tax Benefit or Offsetting Tax Benefit.
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Offsetting Tax Benefit means the amount of any Tax Benefit realized or to be realized by the Benefitted Party in a subsequent taxable period (including, without limitation, a taxable period ending after the Closing Date) attributable to, realized (or to be realized) in connection with or relating to an adjustment with respect to Taxes in a prior taxable period. For purposes of the determination of the amount of any Tax Benefit which is not currently realized, (i) the Benefitted Party shall be assumed to have sufficient taxable income to use any Tax Benefit in the taxable period or periods in which such Tax Benefit will first arise; (ii) the effective tax rate of 41% shall be treated as applying to such Tax Benefit to be realized in such future taxable period; (iii) the amount of Tax Benefits shall be discounted to the present value of such Tax Benefits, determined using a discount rate equal to the applicable federal rate under Section 1274 (d) of the Code for the period over which such Tax Benefits are assumed to be realized under clause (i) above. Interest will accrue on any Tax claims beginning the earlier of (i) the date of such amount was received if owing to the other party, or (ii) 30 days after a written claim has been made to the indemnifying party. Interest shall accrue at the applicable rate charged by the Internal Revenue Service for overpayments.
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Related to Offsetting Tax Benefit

  • Tax Benefit means any refund, credit, or other reduction in otherwise required Tax payments.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

  • Realized Tax Benefit means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit until there has been a Determination.

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

  • Tax Detriment means an increase in the Tax liability (or reduction in refund or credit or any item of deduction or expense) of a Taxpayer for any taxable period. Except as otherwise provided in this Agreement, a Tax Detriment shall be deemed to have been realized or incurred from a Tax Item in a taxable period only if and to the extent that the Tax liability of the Taxpayer for such period, after taking into account the effect of the Tax Item on the Tax liability of such Taxpayer in the current period and all prior periods, is more than it would have been had such Tax liability been determined without regard to such Tax Item.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries.

  • Realized Tax Detriment means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination with respect to such Actual Tax Liability.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Recovered tax increment value means, except as otherwise

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Tax Item means any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases or decreases Taxes paid or payable.

  • Tax Asset means any loss, net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction, or any other credit or Tax attribute that could be carried forward or carried back to reduce Taxes.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • UK Tax Deduction means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

  • Tax Attributes means net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could reduce a Tax liability for a past or future taxable period.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).