Loss of Federal and State Income Tax Benefits Sample Clauses

Loss of Federal and State Income Tax Benefits. Defined. For purposes ------------------------------------------------------- of the preceding subsection, "loss of federal and state income tax benefits" means the excess of: (i) the sum of (A) the Indemnitee's pro rata share of the Company's federal and state income and replacement tax liabilities for the Indemnification Period and (B) the Indemnitee's individual federal and state income tax liabilities for his taxable years within which the taxable years of the Indemnification Period end, with both (A) and (B) computed as if the S Corporation Election had not been in effect and as if the Company had distributed its taxable income as a dividend on the last day of each taxable year of the Indemnification Period, over (ii) the sum of such liabilities, with both (A) and (B) computed as if the S Corporation Election had been in effect and as if the Company had distributed its entire taxable income as a dividend on the last day of each taxable year of such period. In addition, using similar principles, the following shall be taken into account in determining the loss of federal and state income tax benefits: (i) any built-in gain tax to which the Company would be subject as a result of termination of the S Corporation Election in violation of this Agreement, followed by a subsequent S Corporation Election taking effect for any of the taxable years in the Indemnification Period, and (ii) any tax under Section 1375 of the Code to which the Company would be subject as a result of termination of the S Corporation Election in violation of this Agreement. For each taxable year which has already ended by the time an indemnification payment is required under the preceding subsection, such loss of benefits shall be computed by using the actual tax liabilities of the Company and the Indemnitee. For each taxable year which has not ended, such loss shall be computed by using hypothetical tax liabilities derived by applying the federal and state tax laws in effect for the year of the indemnification payment to the average of the items of taxable income, loss, deduction and credit of the Company and of the Indemnitee for the taxable years of the Indemnification Period which have ended. The Company Accountants shall determine the indemnification payments required by this Section 5.4 and their determinations shall be binding on all concerned parties. Each Indemnitee shall provide the Company Accountants with the individual tax return and other information necessary to make s...
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Related to Loss of Federal and State Income Tax Benefits

  • Federal Income Tax Allocations Net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) during which the beneficial ownership interests in the Trust are held by more than one Person shall be allocated:

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

  • Federal Income Tax Matters The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder:

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Federal Income Taxes For a brief description of the tax effects of an investment in the notes, see “U.S. Federal Income Tax Considerations” on page S-12 of the attached prospectus supplement and page 61 of the attached prospectus.

  • Income Tax Liability Within ten 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 any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Income Tax For purposes of this Section 7, the term "Income Tax" means any Tax based on or measured by gross or net income or receipts (other than sales, use, license or property Taxes or Taxes in the nature thereof) (including, without limitation, capital gains taxes, minimum taxes, income taxes collected by withholding and taxes on tax preference items), and Taxes which are capital, doing business, excess profits or net worth taxes and interest, additions to tax, penalties, or other charges in respect thereof.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

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