Treatment at Deconsolidation Sample Clauses

Treatment at Deconsolidation a. On the Deconsolidation Date of any Subgroup, TCI shall pay to such Subgroup an amount equal to any credit balance in the Intercompany Account attributable to such Subgroup, and such Subgroup shall pay to TCI an amount equal to any debit balance in such Intercompany Account, after which payment such Intercompany Account shall be closed. Upon the Deconsolidation Date of a Subgroup Member, (i) TCI shall pay to the Subgroup Member's Subgroup an amount equal to any credit balance in the Intercompany Account attributable to such Subgroup Member, and such Subgroup shall pay such amount to the deconsolidated Subgroup Member, and (ii) the Subgroup Member's Subgroup shall pay to TCI an amount equal to any debit balance in such Intercompany Account attributable to such Subgroup Member, and the deconsolidated Subgroup Member shall pay such amount to its former Subgroup. b. Within 45 days after the date that TCI has prepared all the Tax Returns for all taxable periods and portions thereof ending on or before the Deconsolidation Date as to any Subgroup or Subgroup Member, (i) TCI shall pay such Subgroup or Subgroup Member, as applicable, any net amount that would have been credited hereunder to the Intercompany Account of such Subgroup after the Deconsolidation Date had such Subgroup or Subgroup Member continued to be part of the TCI Affiliated Group and (ii) such Subgroup or Subgroup Member shall pay TCI any net amount that would have been debited hereunder to the Intercompany Account of such Subgroup after the Deconsolidation Date had such Subgroup or Subgroup Member continued to be part of the TCI Affiliated Group. Any such amounts becoming due or owing hereunder after the Deconsolidation Date of a Subgroup or Subgroup Member shall be settled in immediately available funds as between such Subgroup or Subgroup Member and TCI.
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Treatment at Deconsolidation i. In the event that after the Deconsolidation Date as to any Subgroup, the TCI Affiliated Group actually utilizes an AMT Credit attributable to any taxable period beginning on or after the Effective Date and ending on or before such Deconsolidation Date in computing its consolidated federal income tax liability, the payment obligations of TCI and such deconsolidated Subgroup set forth in Section C.4.b. hereof shall continue to apply in full force and effect until such time that no additional AMT Credits may be utilized by the TCI Affiliated Group for any taxable period beginning on or after the Effective Date and ending on or before the Deconsolidation Date. ii. In the event that after the Deconsolidation Date as to any Subgroup Member, the TCI Affiliated Group actually utilizes an AMT Credit attributable to any taxable period beginning on or after the Effective Date and ending on or before such Deconsolidation Date of such Subgroup Member in computing its consolidated federal income tax liability, which triggers the payment obligations of TCI and such deconsolidated Subgroup Member's former Subgroup set forth in Section C.4.b. hereof: (1) within 45 days after the date that the Tax Return utilizing such AMT Credit has been filed, TCI shall pay, in immediately available funds, the allocable portion of the amount owed to such deconsolidated Subgroup Member's former Subgroup that is attributable to such deconsolidated i. to such deconsolidated Subgroup Member's former Subgroup shall be reduced accordingly; and (2) within 45 days after the date that the Tax Return utilizing such AMT Credit has been filed, such deconsolidated Subgroup Member shall pay, in immediately available funds, the allocable portion of the amount owed by its former Subgroup that is attributable to such deconsolidated Subgroup Member to TCI, and the payment obligations of such deconsolidated Subgroup Member's former Subgroup pursuant to Section C.4.b. ii. to TCI shall be reduced accordingly. The payment obligations of TCI and the deconsolidated Subgroup Member shall continue to apply in full force and effect until such time that no additional AMT Credits may be utilized by the TCI Affiliated Group for any taxable period beginning on or after the Effective Date and ending on or before the Deconsolidation Date of such Subgroup Member. iii. In the event that, after the Deconsolidation Date as to any Subgroup Member, such Subgroup Member receives any benefit from an AMT Credit attributable to...
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Treatment at Deconsolidation i. Upon deconsolidation of a Subgroup, the maintenance and payment obligations set forth in Section C.5.a. hereof with respect to such Subgroup's Benefit Tracking Account shall continue to apply in full force and effect until such time that no Unpaid Losses continue to be reflected in such deconsolidated Subgroup's Benefit Tracking Account and no AMT Benefit Payments continue to be owed to such deconsolidated Subgroup pursuant to Section C.5.a.iv. hereof. ii. Upon the deconsolidation of any Subgroup Member of a Subgroup, a new Benefit Tracking Account shall be created for such Subgroup Member, and all Unpaid Losses that are reflected in the Subgroup's Benefit Tracking Account that are attributable to such deconsolidated Subgroup Member shall be removed from the Benefit Tracking Account of the Subgroup and added to the new Benefit Tracking Account of the Subgroup Member. The maintenance and payment obligations set forth in Section C.5.a. hereof shall apply in full force and effect (as if such deconsolidated Subgroup Member were a Subgroup under Section C.5.a.) until such time that no Unpaid Losses continue to be reflected in such deconsolidated Subgroup Member's Benefit Tracking Account and no AMT Benefit Payments continue to be owed to such deconsolidated Subgroup Member pursuant to Section C.5.a.iv. hereof. iii. In the event that any deconsolidated Subgroup Member is entitled to claim in any taxable period any Corresponding Paid Loss, then such deconsolidated Subgroup Member shall (x) take such steps as may reasonably be necessary to claim such Corresponding Paid Loss and (y) promptly upon receipt by such Subgroup Member (or another member of the Affiliated Group of which Subgroup Member is a member) of a refund of or reduction in tax liability, such Subgroup Member shall remit such amount to TCI. For purposes of applying this Section C.5.a.iii. of this Agreement, the TCI Affiliated Group shall be treated as if it had utilized such Corresponding Paid Loss.
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Related to Treatment at Deconsolidation

  • Tax Consolidation File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

  • 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.

  • ROOM CONSOLIDATION Residence assignments shall be consolidated when vacancies occur in any residence facility, to minimize the number of rooms, suites, and/or apartments not at full occupancy. The Student may be required to change residence assignment and move to facilitate room consolidation. Residents in rooms/apartments/suites not at full capacity may be charged additional rent as determined by UCF DHRL.

  • 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.

  • Carrybacks (a) If any member of the Non-Filing Party’s Group generates a Tax Attribute during a Post-Distribution Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of any such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) shall be considered the Filing Party for all State Income Tax Returns for which it is liable for the Tax under Section 2.01 of this Agreement.

  • Reclassification, Consolidation, Merger, etc In case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company as an entirety, the Holders shall thereafter have the right to purchase the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owners of the shares of Common Stock underlying the Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Warrants and (y) the Exercise Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance as if such Holders had exercised the Warrants.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

  • Distribution of UDP and TCP queries DNS probes will send UDP or TCP “DNS test” approximating the distribution of these queries.

  • How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.

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