Common use of Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets Clause in Contracts

Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole. If any Person the income of which is included in the income of the Corporation’s affiliated or consolidated group transfers one or more assets to a corporation with which such Person does not file a consolidated Tax Return pursuant to Section 1501 of the Code, for purposes of calculating the amount of any Tax Benefit Payment (e.g., calculating the gross income of the Corporation’s affiliated or consolidated group and determining the Realized Tax Benefit) due hereunder, such Person shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the greater of (1) tax basis of such transferred asset and (2) the fair market value of such transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset, or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Clarios International Inc.), Tax Receivable Agreement (Clarios International Inc.), Tax Receivable Agreement (Clarios International Inc.)

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Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return Tax Return pursuant to Sections 1501 et seq. of the Code, or any corresponding provisions of state, local or foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole. . (b) If any Person the income of which is included in the income of the Corporation’s affiliated or consolidated group transfers one or more assets to a corporation with which such Person does not file a consolidated Tax Return pursuant to Section 1501 of the Code, for purposes of calculating the amount of any Tax Benefit Payment (e.g., calculating the gross income of the Corporation’s affiliated or consolidated group and determining the Realized Tax Benefit) due hereunder, such Person shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the greater of (1) tax basis of such transferred asset and (2) the fair market value of such the transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset, or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

Appears in 2 contracts

Samples: Income Tax Receivable Agreement (El Pollo Loco Holdings, Inc.), Income Tax Receivable Agreement (El Pollo Loco Holdings, Inc.)

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Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the CodeCode or any corresponding provisions of state, local or foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole. . (b) If any Person the income of which is included in the income of the Corporation’s affiliated or consolidated group transfers one or more assets to a corporation with which such Person entity does not file a consolidated Tax Return tax return pursuant to Section 1501 of the Code, for purposes of calculating the amount of any Tax Benefit Payment (e.g., calculating the gross income of the Corporation’s affiliated or consolidated group and determining the Realized Tax Benefit) due hereunder, such Person shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the greater of (1) tax basis of such transferred asset and (2) the fair market value of such the transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset, asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

Appears in 2 contracts

Samples: Income Tax Receivable Agreement (Graham Packaging Co Inc.), Income Tax Receivable Agreement (Graham Packaging Co Inc.)

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