Company December Balance Sheet Foreign Tax Credits and Net Operating Losses Sample Clauses

Company December Balance Sheet Foreign Tax Credits and Net Operating Losses. (i) Notwithstanding any other provision in this Agreement (including, without limitation, Section 7.8), the December Balance Sheet (and December Shareholders Equity) shall include as assets (A) an account receivable (“FTC Receivable”) which reflects amounts owed by Parent to Company under the Tax Allocation Agreement as in effect immediately prior to the Closing Date, relating to foreign tax credits generated by Company and its Subsidiaries for Tax periods ending on or before December 31, 2005 (“Pre-12/31/05 FTCs”) and (B) an account receivable (“NOL Receivable”) of $59,000,000 which reflects amounts owed by Parent to Company under the Tax Allocation Agreement as in effect immediately prior to the Closing Date, relating to deferred tax assets of like amount attributable to net operating losses generated by Company and its Subsidiaries for Tax periods ending on or before December 31, 2005 (“Pre-12/31/05 NOLs”). No later than the filing of the Parent Consolidated Group Tax Return for the taxable year ending on December 31st of the year in which the Closing Date occurs, the Parent shall provide to the Company a schedule of Pre-12/31/05 FTCs and Pre-12/31/05 NOLs that have been allocated from the Parent Consolidated Group to Company and its Subsidiaries pursuant to Reg. §1.1502-79. The parties shall use their reasonable best efforts to interpret and apply Reg. §1.1502-79(d) in a manner that minimizes the amount of Pre-Closing FTCs allocated to the Company.
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Related to Company December Balance Sheet Foreign Tax Credits and Net Operating Losses

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

  • Net Operating Losses In the case of a Deconsolidation Event, notwithstanding any other provision of this Agreement, VMware hereby expressly agrees to elect (under section 172(b)(3) of the Code and, to the extent feasible, any similar provision of any state, local or non-U.S. Tax law, including section 1.1502-21T(b)(3) of the Treasury Regulations) to relinquish any right to carryback net operating losses to any Pre-Deconsolidation Periods of Dell Technologies (in which event no payment shall be due from Dell Technologies to VMware in respect of such net operating losses).

  • 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.

  • Operating Losses To the extent there is an Operating Loss for any calendar month, Owner shall have the right, without any obligation and in its sole discretion, to fund such Operating Loss within twenty (20) days after Manager has delivered notice thereof to Owner and any Operating Loss funded by Owner shall be a “Owner Operating Loss Advance.” If Owner does not fund such Operating Loss, Manager shall have the right, without any obligation and in its sole discretion, to fund such Operating Loss within twenty (20) days after such initial twenty (20) day period, and any Operating Loss so funded by Manager shall be an Additional Manager Advance. If neither party elects to fund such Operating Loss, Manager may elect, by notice to Owner given within thirty (30) days thereafter, to terminate this Agreement, which termination shall be effective thirty (30) days after the date such notice is given; upon such termination, Owner shall pay Manager the Termination Fee, within sixty (60) days of the effective date of termination, as liquidated damages and in lieu of any other remedy of Manager at law or in equity and such termination shall otherwise be in accordance with the provisions of Section 11.09.

  • Net Income and Net Loss All net income or net loss of the Company shall be for the account of the Member.

  • Apportionment of Earnings and Profits and Tax Attributes (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

  • Allocation of Straddle Period Taxes In the case of any Straddle Period:

  • 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.

  • Current Assets The term "Current Assets" shall mean, with respect to the Company, cash and other assets that are expected to be converted into cash, sold or exchanged within one year from the Closing Date, including marketable securities, receivables, inventory and current prepayments .

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles.

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