Adverse Tax Consequences definition

Adverse Tax Consequences. Subsidiaries where the pledge of 66.67% or more of equity, or the provision of a guarantee, could result in adverse tax consequences are Excluded Subsidiaries. • Immaterial Subsidiaries: defined as Restricted Subsidiaries that account for not more than (i) 5% of the total assets of the restricted group or (ii) 5% of the total revenue of the restricted group. The aggregate total assets or revenues for all Immaterial Subsidiaries shall not exceed 10% of the total assets or revenues of the restricted group. Provision/Basket/Ratio 2023 Credit Agreement 2025 Indentures Agreed Terms2
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Adverse Tax Consequences has the meaning set forth in Section 5.3(c).
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Examples of Adverse Tax Consequences in a sentence

  • How To Avoid Adverse Tax Consequences Excess elective deferrals are includible in your gross income in the calendar year of deferral.

  • How To Avoid Adverse Tax Consequences If you are a "highly compensated employee," your employer is responsible for notifying you if you have made any excess SEP contributions for a particular plan year.

  • If any compensation payable under the terms of this Agreement would be subject to the Adverse Tax Consequences under Section 409A, then this Agreement shall be amended in a way that avoids the Adverse Tax Consequences under Section 409A without reducing the overall compensation payable under this Agreement.

  • In such cases, TRIPs would simply make diffusion of these products more costly.However, for diseases and conditions that do not have markets in developed countries, TRIPs may also have an important effect on creation incentives.

  • In addition, the mere possibility that such a rating could be issued may affect price levels in any secondary market that may develop.The Replacement of LIBOR May Result in Adverse Tax Consequences to Noteholders For each reset period commencing on or after July 25, 2023, the SOFR Rate has been designated as the index in place of LIBOR for notes that have an interest rate that currently adjusts based on LIBOR, and the U.S. federal income tax consequences of such a replacement are uncertain.

  • How to Avoid Adverse Tax Consequences Excess elective deferrals are includible in your gross income in the calendar year of deferral.

  • In addition, if the time or form of any payment election is made in accordance with this Plan, but in violation of Section 409A of the Code, then such payment election shall be null and void, and all amounts deferred shall be paid or payments thereof shall commence on the earliest date permitted in accordance with Section 409A of the Code without the imposition of any Adverse Tax Consequences under Section 409A or other adverse tax consequences to the Director and the Company.

  • The Restricted Shares awarded under this Restricted Stock Award shall not be subject to Section 13.6 of the Plan, which provides that payments attributable to the Plan that are “parachute payments” within the meaning of Internal Revenue Code Section 280G are subject to reduction to the extent necessary to avoid Adverse Tax Consequences.

  • In the event that any provision of this Plan would result in Adverse Tax Consequences or similar adverse tax consequences to the Company or any Director, such provision shall without further action by the Board be modified, restricted or nullified, as appropriate to avoid such adverse tax consequences.

  • The Restricted Shares awarded under this Agreement shall not be subject to section 13.6 of the Plan, which provides that payments attributable to the Plan that are “parachute payments” within the meaning of Internal Revenue Code section 280G are subject to reduction to the extent necessary to avoid Adverse Tax Consequences.

Related to Adverse Tax Consequences

  • Financial Consequences means a financial sanction imposed for an anti-doping rule violation or to recover costs associated with an anti-doping rule violation; and

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

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

  • 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.

  • 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).

  • 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).

  • 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;

  • 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.

  • 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.

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

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

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

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

  • 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.

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

  • 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.

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

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

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

  • 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.

  • 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.

  • Adverse Consequences means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

  • 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.

  • 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.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.