Allocation of Consolidated Tax Liability Sample Clauses

Allocation of Consolidated Tax Liability. The Participating Companies shall allocate the consolidated federal income tax liability of the Affiliated Group (the “Consolidated Tax Liability”) to each Participating Company by multiplying the Consolidated Tax Liability times a fraction, the numerator of which is the federal income tax liability of the Participating Company computed as if the Participating Company filed separate federal income tax returns (“Separate Tax Liability”) and the denominator of which is the sum of the Separate Tax Liabilities of the Participating Companies. The amount of the Consolidated Tax Liability allocated to each Participating Company shall not exceed the Separate Tax Liability of such Participating Company; provided, however, that for purposes of computing the Separate Tax Liability of a Participating Company, any income, deduction, or loss recognized by such Participating Company in an intercompany transaction with another Participating Company shall be taken into account as provided in Treasury Regulation §§ 1.1502-13 and 1.1502-13T.
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Allocation of Consolidated Tax Liability. Each of the Parent Group and the Chewy Group shall be allocated a portion of the consolidated U.S. federal income tax liability (if any) of the Parent Consolidated Group by applying the provisions of Section 1552(a)(1) of the Code, determined utilizing the hypothetical taxable income of the Parent Group and the Chewy Group calculated in accordance with the provisions of Treasury Regulations §§ 1.1502-12 and 1.1552-1(a)(1)(ii). The amount calculated under this Section 2.02(b) is the amount that the Parent Group and the Chewy Group, as the case may be, must contribute to the payment of the Parent Consolidated Group’s consolidated U.S. federal income tax liability, with such payment being made in a manner that is consistent with Section 2.06.
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Allocation of Consolidated Tax Liability. With respect to the determination of earnings and profits for federal income tax purposes, the Consolidated Tax Liability for each taxable year shall be allocated among the Members in accordance with the methods prescribed in Treas. Reg. (section)1.1552-1(a)(2) and Treas. Reg. (section)1.1502-33(d)(2)(ii) commencing with the tax year ending February 3, 1996. The fixed percentage to be used for purposes of Treas. Reg. (section)1.1502-33(d)(2)(ii)(b) is 100 percent.
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Allocation of Consolidated Tax Liability. The amount referred to in this paragraph (i) shall be an amount equal to the product of (A) the Consolidated Tax Liability (as defined in subsection (c) below) for such taxable year and (B) a fraction, the numerator of which is the Bank’s Taxable Income (as defined in subsection (c) below) for such taxable year and the denominator of which is the sum of the Taxable Incomes of all Members for such taxable year. This method of allocating Consolidated Tax Liability is intended to conform to the method provided for in Code Section 1552(a)(1) and Regulations Section 1.1552-1(a)(1).
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Allocation of Consolidated Tax Liability. (a) Parent and Subsidiaries agree that the consolidated tax liability for each year, determined in accordance with Income Tax Regulation ("Regulation") 1. 1502-2, shall be apportioned among them in accordance with the provisions of Regulation 1.1502-33(d)(3) in conjunction with the method described in Regulation 1.1552-1(a)(2) and allocated pursuant to the following: (i) Consolidated Tax Liability is determined and allocated to Members with positive tax liabilities. Consolidated Tax Liability is allocated in the ratio of the Member's separate tax liability to the total separate return tax liability of all Members with positive tax liabilities. (ii) An additional amount is allocated to each Member in 2(a)(i) equal to 100% of the excess of the Member's separate return tax liability for the year over the amount allocated to the Member under 2(a)(i) above. (iii) The total of the amounts allocated under 2(a)(ii) above is credited to Members who incurred net operating losses or credits which were not utilizable by such Member on a separate return basis but were available to the Members with taxable income. Amounts credited under this subparagraph shall be allocated in a manner that reasonably reflects the absorption of the Member's tax attributes.
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Allocation of Consolidated Tax Liability. The members of the Group shall determine and allocate the Consolidated Tax Liability among themselves in the following manner: Step 1: Each member shall be allocated a portion of the Consolidated Tax Liability equal to the Consolidated Tax Liability multiplied by a fraction, the numerator of which is the taxable income of such member and the denominator of which is the sum of the taxable incomes of all the members. A member's taxable income shall be the separate taxable income of the member determined under Treasury regulation section 1.1502-12, adjusted for the following items pursuant to Treasury regulation section 1.1552-1(a)(1)(ii): (a) the portion of the consolidated net operating loss deduction, the consolidated charitable contributions deduction, the consolidated dividends received deduction, the consolidated section 247 deduction, the consolidated section 582(c) net loss, and the consolidated section 922 deduction attributable to such member; (b) such member's net capital loss and section 1231 net loss, reduced by the portion of the consolidated net capital loss attributable to such member; and (c) the portion of any consolidated net capital loss carryover attributable to such member that is absorbed in the taxable year. The additional amount allocated to a member under this Step 1 shall be further allocated under principles similar to those in this Step 1 to any entity that is, for federal income tax purposes, disregarded as an entity separate from such member. Step 2: Pursuant to Treasury regulation section 1.1502-33(d)(3), an additional amount shall be allocated to each member equal to 100% of the excess, if any, of (i) the “separate return tax liability” of such member for the taxable year, over (ii) the amount allocated in Step 1 of this paragraph 1.2. As provided more fully in Treasury regulation section 1.1552-1(a)(2)(ii), a member's separate return tax liability shall equal the member's tax liability computed as if it had filed a separate return for the year except that: (a) gain or loss on intercompany transactions shall be taken into account as provided in Treasury regulation section 1.1502-13 as if a consolidated return had been filed for the year; (b) gain or loss relating to inventory adjustments shall be taken into account as provided in Treasury regulation section 1.1502-18 as if a consolidated return had been filed for the year; (c) transactions with respect to stock, bonds or other obligations of members shall be reflected as provi...
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Allocation of Consolidated Tax Liability. (a) The Parties shall allocate the Consolidated Tax Liability for each taxable period among the Members and compensate a Member for the use of its net operating losses and/or tax credits in arriving at the Consolidated Tax Liability pursuant to the following steps: (i) Step One: Each Member’s separate regular tax obligation will be computed, applying the statutory rate in effect for the Consolidated Group to the Members’ separate taxable income. In arriving at each Member’s separate tax obligation its regular tax obligation will be increased and/or reduced for the tax effect of items subject to limitation (e.g., net operating losses, domestic manufacturing deduction, alternative minimum tax, capital losses, charitable contributions, etc.) and tax credits computed as if the Member was filing on a separate basis. For Members subject to rate regulation, the provision of this step will be applied separately to the Members’ regulated and non-regulated activities.
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Related to Allocation of Consolidated Tax Liability

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Income Tax Liability Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • Consolidated or Combined Tax Returns SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing any Parent State Combined Income Tax Returns and any Joint Returns that Parent determines are required to be filed or that Parent chooses to file pursuant to Section 4.02(b). With respect to any SpinCo Separate Returns relating to any Tax Period (or portion thereof) ending on or prior to the Distribution Date, SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent each entity is eligible to join in such Tax Returns, if Parent reasonably determines that the filing of such Tax Returns is consistent with past reporting practices or otherwise so requests.

  • Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

  • 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.

  • Straddle Period Taxes Seller shall, at its own expense, prepare and timely file all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied (i) on the owner of the Transferred Loans for any taxable period that begins before the Cut-Off Time and ends after the Cut-Off Time and (ii) on the owner of all other CIT Bank Purchased Assets for any taxable period that begins before the Closing Date and ends after the Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Cut-Off Time or the Closing Date, as appropriate. Buyers shall be liable for and shall indemnify Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Cut-Off Time for the Transferred Loans and after the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Seller shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Cut-Off Time for the Transferred Loans and ending on or before the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended at the Cut-Off Time or on the Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Seller at least ten (10) Business Days prior to the due date of such Tax Return (taking valid extensions into account). Buyers will pay to Seller, within two (2) Business Days after the filing of any such Tax Return by Seller, an amount equal to the portion of the Straddle Period Taxes reflected on such Tax Return for which Buyers are liable under this Section 6.11. For the avoidance of doubt, Straddle Period Taxes do not include any Taxes owed by an Obligor with respect to real property securing any Transferred Loan.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Minimum Consolidated Tangible Net Worth Borrower shall not permit Consolidated Tangible Net Worth to be less than $600,000,000 plus eighty-five percent (85%) of the Net Proceeds of any Equity Issuance received after the Agreement Execution Date.

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