USE OF DESIGNATED CREDITS IN CURRENT TAXABLE YEAR Sample Clauses

USE OF DESIGNATED CREDITS IN CURRENT TAXABLE YEAR. Amounts of Designated Credits generated in a Taxable Year may be applied to reduce the VRI Group Consolidated Tax Liability for the Taxable Year in the same manner as if the Pro Forma VRI Return were an actual return. In addition, Designated Credits may further reduce the VRI Group Consolidated Tax Liability (including 2 a reduction below zero which will result in a negative amount that is refundable to VRI to the extent provided herein), without regard to the impact of any statutory or income limitations but only if and to the extent that such Designated Credits reduce the ARCO Group Consolidated Tax Liability for such Taxable Year (or in the case of carryover Designated Credits, a prior Taxable Year). Notwithstanding the foregoing, (A) the refund, if any, that VRI is permitted to receive with respect to any Taxable Year that is attributable to the utilization of Refundable Designated Credits pursuant to this Section 4(h) (including credits utilized pursuant to the carryover provisions of Sections 4(h)(iv) and 4(h)(v) of this Agreement) may not exceed $15 million, and (B) VRI will not be permitted to receive a refund that is attributable to the use of section 43 credits. Refundable Designated Credits that are utilized pursuant to the carryover provisions of Sections 4(h)(iv) and 4(h)(v) shall be applied against the $15 million limitation in the year that they are utilized. In the event that the amount of VRI's refund that is attributable to its use of Refundable Designated Credits pursuant to this Section 4(h) with respect to a Taxable Year is less than $15 million, such shortfall shall not increase the $15 million limitation in any subsequent Taxable Year. ARCO shall refund in cash to VRI the tax benefit associated with the Designated Credits that are permitted to be refunded pursuant to this Section 4(h) within 60 days of the actual reduction in the ARCO Group Consolidated Tax Liability (or, in the case of Refundable Designated Credits that are utilized pursuant to Section 4(h)(v), within 60 days of Completion date) for such Taxable Year. For purposes of this Section 4(h)(i), the actual reduction in the ARCO Group Consolidated Tax Liability occurs when credits are either applied on the ARCO Group's Consolidated Return for a Taxable Year or used to reduce the ARCO Group's estimated income tax payments for such year (as determined by ARCO). To the extent that VRI has received a refund pursuant to Section 4(h) with respect to Designated Credits, the amount...
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USE OF DESIGNATED CREDITS IN CURRENT TAXABLE YEAR. Amounts of Designated Credits generated in a Taxable Year may be applied to reduce the Destec Group Consolidated Tax Liability (including alternative minimum tax liability) for the Taxable Year, but not below zero, notwithstanding the impact of any statutory or income limitations, but only if and to the extent that such Designated Credits reduce the Dow Group Consolidated Tax Liability for such Taxable Year.
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Related to USE OF DESIGNATED CREDITS IN CURRENT TAXABLE YEAR

  • Unwinding of Designated Transactions On or prior to any repayment or prepayment of the Loan under this Clause 8 or any other provision of this Agreement, the Borrower shall wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions to the extent necessary to ensure that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1.

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • No Creation of a Partnership or Exclusive Purchase Right Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.

  • Certificate of Designation The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

  • Certificate of Designations The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

  • Effect of Designation (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

  • Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal, (i) the Subordination Period will end and all Outstanding Subordinated Units will immediately and automatically convert into Common Units on a one-for-one basis and (ii) all Cumulative Common Unit Arrearages on the Common Units will be extinguished.

  • Preferred Share Provisions Each one one-hundredth of a Preferred Share, if issued: • will not be redeemable. • will entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater. • will entitle holders upon liquidation either to receive $1 per share or an amount equal to the payment made on one share of common stock, whichever is greater. • will have the same voting power as one share of common stock. • if shares of our common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock. The value of one one-hundredth interest in a Preferred Share should approximate the value of one share of common stock.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

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