Adverse Tax Consequence definition

Adverse Tax Consequence means any of the circumstances described in clauses (i), (ii) and (iii) of the definition of "Tax Event" herein.
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Adverse Tax Consequence shall have the meaning set forth in the definition of Tax Event.
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Adverse Tax Consequence means, for the Parent, the Borrower or any Restricted Subsidiary, a tax assessment, fee or charge in an amount equal to or in excess of $25,000.
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Examples of Adverse Tax Consequence in a sentence

  • Any disputes regarding whether any payments to a Participant would result in an Adverse Tax Consequence shall be resolved by an opinion of a nationally recognized accounting firm acceptable to the Company and the Participant (with the Company’s independent auditors being deemed acceptable).

  • In no event shall either Royale or the UPREIT be required to incur any expense (other than administrative expenses incurred in complying with this Section 23(d)(2)) in connection its cooperation under this Section 23(d)(2), nor shall any transaction duly approved by the Board of Directors of Royale that results in a Tax-Related Event be required to be suspended, postponed, impeded or otherwise adversely affected by virtue of any potential Adverse Tax Consequence.

  • Under this Section 23(d), the UPREIT and Royale are only obligated to cooperate with the Spokesperson on behalf of any Contributor (or any partner, shareholder or member of any Contributor) who may be facing an Adverse Tax Consequence, in connection with such Contributor's determination of the efficacy of tax-deferral or tax-mitigation alternatives proposed by or through the Spokesperson that may involve Royale or the UPREIT.

  • If the distribution is determined to be taxable as a dividend, that treatment of the dividend shall be deemed an Adverse Tax Consequence, and the Shareholders shall be paid the Liability at the then prevailing tax rate , which is presently Fifteen (15%) Percent.

  • If the distribution of the Spin-Off shares causes a reduction in the cost basis of the SSFS shares, then that reduction in cost basis shall be deemed an Adverse Tax Consequence and the Shareholders shall be paid the Liability in an amount equal to the then prevailing capital gains tax rate, which is currently Fifteen (15%) Percent, of the reduction in such basis.

  • Any disputes regarding whether any payments to a Participant would result in an Adverse Tax Consequence shall be resolved by an opinion of a nationally recognized accounting firm acceptable to the Company and the Participant.

  • If a Tax Event occurs and in the written opinion of counsel to the Company experienced in such matters, there would in all cases, after effecting a Tax Event Maturity Advancement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, a Special Event shall be deemed to have occurred and the Securities shall then be subject to prepayment in accordance with the provisions of Section 14.01.

  • If a Tax Event occurs and in the written Opinion of Counsel to the Company experienced in such matters there would in all cases, after effecting a Tax Event Maturity Advancement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, a Special Event shall be deemed to have occurred and the Securities shall then be subject to prepayment in accordance with the provisions of Section 14.01.

  • If a Tax Event occurs and in the written opinion of counsel experienced in such matters delivered to the Company there would in all cases, after effecting a Tax Event Maturity Advancement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, a Special Event shall be deemed to have occurred and the Securities shall then be subject to redemption in accordance with the provisions of Section 14.01.

  • Any disputes regarding whether any payments to a Participant would result in an Adverse Tax Consequence shall be resolved by an opinion of a nationally recognized accounting firm acceptable to the Company and the Participant (with the Company's independent auditors being deemed acceptable).


More Definitions of Adverse Tax Consequence

Adverse Tax Consequence shall have the meaning set forth in Section 5.3.2.
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Adverse Tax Consequence means any of the following circumstances: (i) a Trust which holds this Security is, or will be, within 90 days of the Opinion of Counsel giving rise to a Tax Event, subject to United States federal income tax with respect to income received or accrued on this Security, (ii) interest payable by the Corporation on this Security is not, or within 90 days of the date of such Opinion of Counsel will not be, deductible by the Corporation, in whole or in part, for United States federal income tax purposes or (iii) a Trust which holds this Security is, or will be within 90 days of the date of such Opinion of Counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges.
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Adverse Tax Consequence has the meaning set forth in Section 6(c)(ii).
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Adverse Tax Consequence has the meaning ascribed to such term in Section 5.04 hereof.
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Adverse Tax Consequence means any of the following circumstances: (i) a Issuer Trust which holds this Security is, or will be, within 90 days of the Opinion of Counsel giving rise to a Tax Event, subject to United States federal income tax with respect to income received or accrued to this Security, (ii) interest payable by the Corporation on this Security is not, or within 90 days of the date of such Opinion of Counsel will not be, deductible by the Corporation, in whole or in part, for United States federal income tax purposes or (iii) a Issuer Trust which holds this Security is, or will be within 90 days of the date of such Opinion of Counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges.] The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of
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Related to Adverse Tax Consequence

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • criminal tax matters means tax matters involving intentional conduct whether before or after the entry into force of this Agreement which is liable to prosecution under the criminal laws of the requesting Party;

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated February 21, 2006 as supplemented by the prospectus supplement dated February 23, 2006, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • Tax Costs which shall mean any and all real estate taxes and other similar charges on real property or improvements, assessments, water and sewer charges, and all other charges assessed, reassessed or levied upon the Project and appurtenances thereto and the parking or other facilities thereof, or the real property thereunder (collectively the "Real Property") or attributable thereto or on the rents, issues, profits or income received or derived therefrom which are assessed, reassessed or levied by the United States, the State of California or any local government authority or agency or any political subdivision thereof, and shall include Landlord's reasonable legal fees, costs and disbursements incurred in connection with proceedings for reduction of Tax Costs or any part thereof; provided, however, if at any time after the date of this Lease the methods of taxation now prevailing shall be altered so that in lieu of or as a supplement to or a substitute for the whole or any part of any Tax Costs, there shall be assessed, reassessed or levied (a) a tax, assessment, reassessment, levy, imposition or charge wholly or partially as a net income, capital or franchise levy or otherwise on the rents, issues, profits or income derived therefrom, or (b) a tax, assessment, reassessment, levy (including but not limited to any municipal, state or federal levy), imposition or charge measured by or based in whole or in part upon the Real Property and imposed upon Landlord, then except to the extent such items are payable by Tenant under Article 6 below, such taxes, assessments, reassessments or levies or the part thereof so measured or based, shall be deemed to be included in the term "Direct Costs." In no event shall Tax Costs included in Direct Costs for any year subsequent to the Base Year be less than the amount of Tax Costs included in Direct Costs for the Base Year. In addition, when calculating Tax Costs for the Base Year, special assessments shall only be deemed included in Tax Costs for the Base Year to the extent that such special assessments are included in Tax Costs for the applicable subsequent calendar year during the Term.

  • Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

  • UK Tax Confirmation means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either:

  • Tax Detriment means an increase in the Tax liability (or reduction in refund or credit or item of deduction or expense) of a taxpayer (or of the Affiliated Group of which it is a member) for any taxable period.

  • Tax Cost means any increase in Tax payments otherwise required to be made to a Taxing Authority (or any reduction in any refund otherwise receivable from any Taxing Authority).

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Taxable Event means any change in control or other event which triggers the imposition of any Excise Tax on any Payment.

  • Intended Tax Treatment has the meaning set forth in the Recitals.

  • Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).