Allocation of Consolidated or Combined State Income Tax Adjustments Sample Clauses

Allocation of Consolidated or Combined State Income Tax Adjustments. If there is any adjustment to the Tax liability with respect to any MINC State Combined Income Tax Return relating to any Post-Deconsolidation Periods as reported on such Tax Return as described in Section 2.03(a)(i) above, Freescale shall be liable to MINC, or MINC shall be liable to Freescale, for the difference between the amounts set forth in Section 2.03(a)(i) without regard to the adjustment and the amounts set forth in Section 2.03(a)(i) as adjusted.
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Allocation of Consolidated or Combined State Income Tax Adjustments. If there is any adjustment to the amount of Consolidated or Combined State Income Tax reported on any Tax Return (or as previously adjusted), Refining shall be liable to Valero for the excess (if any) of: (A) the State Income Tax liability computed as if all members of the Refining Group included in the Tax Return had filed a Consolidated or Combined Tax Return based upon the income, apportionment factors, and other items of such members as so adjusted (the "Refining Group Recomputed State Tax Liability"); over (B) the State Income Tax liability computed as if all members of the Refining Group included in the Tax Return had filed a Consolidated or Combined Tax Return based upon the income, apportionment factors, and other items of such members as previously reported (or, if applicable, as previously adjusted) (the "Refining Group Prior State Tax Liability"). If the Refining Group Prior State Tax Liability exceeds the Refining Group Recomputed State Tax Liability, Valero shall be liable to Refining for such excess.
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Allocation of Consolidated or Combined State Income Tax Adjustments. If there is any Adjustment after the Distribution Date to an originally filed Consolidated or Combined State Income Tax Return (or to any such Tax Return as previously Adjusted (before or after the Distribution Date)), Controlled Co. shall be liable to Distributing Co. for the excess (if any) of -- (A) the Stand-Alone Tax Liability (whether positive or negative) of the Controlled Group with respect to such Tax Return as so Adjusted (the "Controlled Group Recomputed State Tax Liability"); minus (B) the Stand-Alone Tax Liability (whether positive or negative) of the Controlled Group with respect to such Tax Return as originally filed (or, if applicable, as previously Adjusted) (the "Controlled Group Prior State Tax Liability"). If the Controlled Group Prior State Tax Liability (whether positive or negative) exceeds the Controlled Group Recomputed State Tax Liability (whether positive or negative), Controlled Co. shall be entitled to a payment from Distributing Co. in accordance with Section 5.4(b)(1). For purposes of this Section 2.3(b)(ii), the determination and payment of estimated Taxes (including the determination and payment of any Tax required to be paid with a request for an extension of time to file a Tax Return) shall not be treated as an Adjustment.
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Allocation of Consolidated or Combined State Income Tax Adjustments. If there is any adjustment to the reported Tax liability with respect to any Consolidated or Combined State Income Tax reported on any Consolidated or Combined Income Tax Return (or to such Tax liability as previously adjusted), Propel shall be liable to MINC for the excess (if any) of-- (A) the State Income Tax liability of the Propel Group computed as if all members of the Propel Group included in the Tax Return had filed a Consolidated or Combined State Income Tax Return for such members for the period that such Propel Group members are included in such Consolidated or Combined State Income Tax Return (based on the income and other Tax Items of such members, but based on the apportionment factors derived by including all appropriate entities of both Groups on such Consolidated or Combined State Income Tax Return) as so adjusted (the "Propel Group Recomputed State Tax Liability"); over (B) the State Income Tax liability of the Propel Group computed as if all members of the Propel Group included in the Tax Return had filed a Consolidated or Combined State Income Tax Return for such members based on the income and other Tax Items of such members for the period that such Propel Group members are included in such Consolidated or Combined State Income Tax Return (based on the income and other Tax Items of such members, but based on the apportionment factors derived by including all appropriate entities of both Groups on such Consolidated or Combined State Income Tax Return) as reported (or, if applicable, as previously adjusted) (the "Propel Group Prior State Tax Liability"). If the Propel Group Prior State Tax Liability exceeds the Propel Group Recomputed State Tax Liability, MINC shall be liable to Propel for such excess. For purposes of this paragraph 2.03(b)(ii), if the Propel Group has a net operating loss after taking into account the adjustments allocable to such Group (or if it had a net operating loss based on Tax Items as reported, or, if applicable, as previously adjusted), the Propel Group Recomputed State Tax Liability (or, if applicable, the Propel Group Prior State Tax Liability) shall be less than zero to the extent such net operating loss produces (or produced) a Tax Benefit in consolidation for the applicable Tax Period. For purposes of this paragraph, the determination and payment of estimated Taxes (including the determination and payment of any Tax required to be paid with a request for an extension of time to file a Tax Return) shall not...
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Related to Allocation of Consolidated or Combined State Income Tax Adjustments

  • Special Basis Adjustments In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • Determination of Net Asset Value The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 10.06, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or a distribution or securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • Code Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

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