Tax Benefit Schedules Sample Clauses

Tax Benefit Schedules. Except as provided in Section 3.03 below, within 45 calendar days of the delivery of a final NCM Inc. Tax Benefit Schedule to the Founding Members for any Covered Taxable Year: (i) NCM Inc. will pay to each Founding Member an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the Exchange-Related Tax Benefit Payment for such Covered Taxable Year; or, alternatively, as applicable, (ii) each Founding Member will pay to NCM Inc. an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the Exchange-Related Tax Detriment Payment for such Covered Taxable Year.
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Tax Benefit Schedules. Except as provided in Section 3.03 below, within 45 calendar days of the delivery of a final Amended NCM Inc. Tax Benefit Schedule to the Founding Members for any Covered Taxable Year: (i) NCM Inc. will pay to each Founding Member an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any Exchange-Related Tax Benefit Payment for such Covered Taxable Year (as determined by comparing the Exchange-Related Tax Benefit Payments previously made pursuant to Section 3.01 of this Agreement to the Exchange-Related Tax Benefit Payments shown on the Amended NCM Inc. Tax Benefit Schedule), plus (2) any decrease in the amount of any Exchange-Related Tax Detriment Payment for such Covered Taxable Year (as determined by comparing the Exchange-Related Tax Detriment Payments previously made pursuant to Section 3.01 of this Agreement to the Exchange-Related Tax Detriment Payments shown on the Amended NCM Inc. Tax Benefit Schedule); or, alternatively, as applicable, (ii) each Founding Member will pay to NCM Inc. an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any Exchange-Related Tax Detriment Payment for such Covered Taxable Year (as determined by comparing the Exchange-Related Tax Detriment Payments previously made pursuant to Section 3.01 of this Agreement to the Exchange-Related Tax Detriment Payments shown on the Amended NCM Inc. Tax Benefit Schedule), plus (2) any decrease in the amount of any Exchange-Related Tax Benefit Payment for such Covered Taxable Year (as determined by comparing the Exchange-Related Tax Benefit Payments previously made pursuant to Section 3.01 of this Agreement to the Exchange-Related Tax Benefit Payments shown on the Amended NCM Inc. Tax Benefit Schedule). As an example of the intended operation of clause (i) of the preceding sentence, if the original Exchange-Related Tax Benefit Payment paid in connection with an original NCM Inc. Tax Benefit Schedule was $100, and a subsequent change resulted in an Amended NCM Inc. Tax Benefit Schedule that gave rise to a $200 Exchange-Related Tax Benefit Payment, then NCM Inc. would pay the net increase in the Exchange-Related Tax Benefit Payment of $100 to the Founding Members based on each Founding Member’s Exchange-Related Allocable Share for the Covered Taxable Year...
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Tax Benefit Schedules. (a) Tax Benefit Schedule. Within one hundred twenty (120) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to Representative a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). For the avoidance of doubt, any Tax Benefit Schedule shall include the applied Assumed State and Local Tax Rate and describe any basis for any change in the Assumed State and Local Tax Rate from the rate specified herein. A Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(a).
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Tax Benefit Schedules. Except as provided in Section 3.03 below, and pursuant to the terms of Section 2.05(a)(ii) of the Exhibitor Services Agreements and Sections 5.1(b) and 6.4(b) of the NCM LLC Operating Agreement, within 45 calendar days of the delivery of a final NCM Inc. Tax Benefit Schedule to the ESA Parties for any Covered Taxable Year: (i) NCM LLC will pay to each ESA Party an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the ESA-Related Tax Benefit Payment for such Covered Taxable Year; or, alternatively, (ii) each ESA Party will pay to NCM LLC an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the ESA-Related Tax Detriment Payment for such Covered Taxable Year.
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Tax Benefit Schedules. Except as provided in Section 3.03 below, within 45 calendar days of the delivery of a final Amended NCM Inc. Tax Benefit Schedule to the ESA Parties for any Covered Taxable Year: (i) NCM LLC will pay to each ESA Party an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any ESA-Related Tax Benefit Payment for such Covered Taxable Year, plus (2) any decrease in the amount of any ESA-Related Tax Detriment Payment for such Covered Taxable Year; or, alternatively, (ii) each ESA Party will pay to NCM LLC an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any ESA-Related Tax Detriment Payment for such Covered Taxable Year, plus (2) any decrease in the amount of any ESA-Related Tax Benefit Payment for such Covered Taxable Year. For the avoidance of doubt, the general principles set forth in this paragraph are intended to operate in the same manner as the general principles illustrated through the two examples set forth at the end of Section 3.01(b) of this Agreement with respect to Exchange-Related Payments.
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Tax Benefit Schedules 
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Related to Tax Benefit Schedules

  • Tax Benefit Schedule Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

  • Tax Benefit If, as the result of any Taxes paid or indemnified against by the Facility Lessee under this Section 9.2, the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Facility Lessee under paragraph (a) or (c) above and provided no Significant Lease Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Significant Lease Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Facility Lessee the lesser of (A) (y) the amount of such Tax Benefit, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting to the Tax Indemnitee from the payment under clause (y) above and this clause (z) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however, that any excess of (A) over (B) shall be carried forward and reduce the Facility Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Tax Benefits any benefits with respect to Taxes which are actually and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrower.

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. (b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

  • 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.

  • Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.

  • Taxable Year The taxable year of the Partnership shall be the calendar year.

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