Tax Benefit Amount definition

Tax Benefit Amount is defined in Section 4.6.1(a).

Tax Benefit Amount means the cumulative excess (if any) of (A) the Taxes that would have been payable by Endo and its Subsidiaries for all taxable periods or portions thereof after the Effective Date if none of the Endo LLC Options had been exercised over (B) the actual Taxes payable by Endo and its Subsidiaries for such periods. For the avoidance of doubt and for purposes of this Section 1(d), in order to determine the Tax Benefit Amount for any taxable period of Endo and its Subsidiaries in which a net operating loss carryforward deduction ("NOL") is utilized, the portion of the NOL attributable to deductions resulting from the exercise of Endo LLC Options shall be treated as utilized last. By way of example, and solely for the avoidance of doubt, if Endo has a loss for tax purposes in Year 1 of $100, consisting of $65 of deductions attributable to the exercise of Endo LLC Options and $35 of deductions attributable to interest expense, and in Year 2 Endo has $40 of taxable income prior to application of the NOL, $35 of the $40 NOL applied against Year 2 income will be deemed to be attributable to the interest expense and $5 of the NOL will be deemed attributable to the exercise of the Endo LLC Options. Therefore, the Tax Benefit Amount would be the Taxes that would have been payable by Endo if its NOL in Year 2 had been only $35. The NOL carryforward to Year 3 of $60 would then be treated as consisting entirely of deductions resulting from the exercise of the Endo LLC Options.

Tax Benefit Amount means, with respect to the payment of a liability by a Party or any of its Subsidiaries, an amount equal to the reduction in Taxes due and payable during the Tax Benefit Period resulting from the payment of such liability, as determined at any relevant time (including, for the avoidance of doubt, at any time during the Tax Benefit Period), which for each taxable period during the Tax Benefit Period, shall equal the sum of:

Examples of Tax Benefit Amount in a sentence

• In the event that Astellas (including its successors, transferees, and assigns) makes an additional payment to Ironwood under this paragraph and Astellas’s deduction or withholding of Tax results in a Tax Benefit Amount for any taxable year, Ironwood will so notify Astellas and, within 12 months of the close of the taxable year, promptly pay to Astellas the Tax Benefit Amount.

• The Leakage Amount shall be deemed to be equal to (i) the amount of Leakage during or for the Locked Box Period, whether payable during or after the Locked Box Period, less (ii) the Leakage Tax Benefit Amount.

• If an amount would be required to be remitted to the Company by Redemption Party pursuant to Section 5.12(a), then the Net Fair Value described in clause (A) of Section 5.12(a) shall be reduced (but not below zero) by the aggregate amount of such Tax Benefit Amount and the resulting Estimated Tax Recovery Value, if any, shall be due to the Company.

• If the Company fails to provide the Parent Entity Audit Certifications, ABC and Hearst shall be deemed to have achieved a Tax Benefit Amount in the aggregate amount of the Net Fair Value described in clause (A) of Section 5.12(a).

• At least twenty-four (24) and no more than twenty-five (25) Business Days prior to the anticipated Closing Date, VE shall deliver to VI a draft statement, certified by VE, consisting of VE’s good-faith estimate of the Leakage Amount, specifying in reasonable detail each payment, accrual, incurrence or other obligation that constitutes Leakage, other than Permitted Leakage, including the - 24 - amount thereof and the calculation of the Leakage Tax Benefit Amount (the “Pre-Closing Estimate”).

More Definitions of Tax Benefit Amount

Tax Benefit Amount means the amount, if any, that is equal to the excess of the United States federal, state or other income taxes that would have been imposed on Ironwood had there been no deduction or withholding giving rise to an additional payment over the United States federal, state or other [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. income taxes actually imposed on Ironwood when there is such deduction or withholding.

Tax Benefit Amount means (A) in the case of the taxable year in which the Earn-out is paid or any subsequent taxable year, the net excess (if any) of (1) the taxes that would have been paid by the Company in respect of such taxable year calculated without taking into account the payment of the Earn-out (and, for the avoidance of doubt, any net operating losses attributable thereto) over (2) the actual taxes payable by the Company in respect of such taxable year and (B) in the case of any taxable year prior to the year in which the Earn-out is paid, the amount of any tax refund resulting from carrying back any net operating losses to the extent attributable to the Earn-out. For the avoidance of doubt and for purposes of this Section 3(g), (i) in order to determine the Tax Benefit Amount for any taxable year of the Company in which a deduction for the Earn-out is utilized, the portion of the Company’s deductions and net operating loss carrybacks and carryforwards attributable to the Earn-out shall be treated as utilized last and (ii) no payment of a Tax Benefit Amount shall be made in respect of estimated tax payments, including, without limitation, federal estimated income tax payments. In the event that any portion of the Tax Benefit Amount is subsequently determined by any taxing authority to be less than the amount paid to the Executive pursuant to this Section 3(g), the Executive shall promptly return any such disallowed amount (plus any interest or penalties in respect of such disallowed amount owed to any taxing authority) to the Company.

Tax Benefit Amount means the amount by which the Tax liabili- ty of the relevant party or an Affiliate thereof or any com- bined, consolidated or unitary group of corporations including the party or such Affiliate is reduced (including, without limitation, by deduction, reduction of income, refund, credit or otherwise) plus any related interest received from a Tax Authority.

Tax Benefit Amount means the product of 35% and the expected net operating loss for U.S. federal income purposes for the taxable year beginning on October 1, 2020 and ending on the Closing Date determined by allocating Tax Transaction Expenses to the Pre-Closing Tax Period to the extent permitted by applicable Law, provided that (i) to the extent that the amount of the expected net operating loss for the taxable year beginning on October 1, 2020 exceeds the taxable income shown on the U.S. federal income Tax Returns for the taxable years ended on September 30, 2016 and September 30, 2017, then “24.5%” shall be substituted for “35%” to the extent of such excess, and (ii) to the extent that the amount of the expected net operating loss for the taxable year beginning on October 1, 2020 exceeds the taxable income shown on the U.S. federal income Tax Returns for the taxable years ended on September 30, 2016, September 30, 2017 and September 30, 2018, then “21%” shall be substituted for “24.5%” to the extent of such excess.

Tax Benefit Amount means an amount equal to 20.4% multiplied by the Transaction Tax Deductions. "Tax Escrow Account" has the meaning set forth in Section 2.16.

Tax Benefit Amount has the meaning set forth in Section 7.3(a).

Tax Benefit Amount means an amount equal to one-half of the Tax Benefit Items multiplied by twenty one percent (21.00%), in each case, for the Tax Benefit Items set forth on Schedule 2.1.