Allowable Tax Distribution definition

Allowable Tax Distribution means dividends which are distributed to the shareholders of the Company to cover Federal and State income tax liabilities of each such shareholder emanating from the Company and Company Subsidiaries, attributed to such liabilities arising in a designated calendar year and paid no later than April 15 following the end of such year, and that are no greater in amount than the product of (a) the taxable income (as such term is used in Section 1363(b) of the Code, but including all items of income, gain, loss and deduction required to be separately stated under Section 1366(a)(1)(A) of the Code) of the Company for such year, times (b) the total of (1) the highest marginal personal federal income tax rate (the “Federal Rate”) in effect on December 31 of such year plus (2) the highest marginal personal State income tax rate (the “State Rate”) of any shareholder of the Company in effect on such December 31; but if the Company is not an S Corporation within the meaning of Sections 1361 and 1362 of the Code during all of such year, then the Allowable Tax Distribution for such year shall be prorated in accordance with the proration of the Company’s taxable income between the period when it was an S corporation and when it was not. For purposes of determining the Federal and State income tax liabilities of each shareholder of the Company, it shall be assumed that all shareholders shall be able to deduct for Tax purposes all deductions to which the Company is entitled, regardless of whether such shareholder is able to utilize such deductions in any Tax year. The Investor (and subsequent Holders who purchase the Purchased Securities or the Warrant Securities) shall have the right to challenge the amount of the proposed Allowable Tax Distributions to the extent it is believed such Allowable Tax Distributions exceed the amount necessary for the Company shareholders to pay their allocable share of income Taxes. No later than the earlier of (i)15 days prior to the Allowable Tax Distribution, and (ii) February 28 following the year end of each year that the Investor holds any of the Senior Notes, a duly authorized Senior Executive Officer of the Company shall certify as to the Federal Rate and the State Rate.
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Allowable Tax Distribution. (B) “Additional Dividends” and (C) Total Dividends declared and paid in each case for the year ended December 31, 2009 are set forth on Schedule B.
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Examples of Allowable Tax Distribution in a sentence

  • The amount of the (A) Allowable Tax Distribution, (B) Additional Dividends and (C) Total Dividends declared and paid in each case for the year ended December 31, 2008 are set forth on Schedule B.

  • No later than the earlier of (i)15 days prior to the Allowable Tax Distribution, and (ii) February 28 following the year end of each year that the Investor holds any of the Senior Notes, a duly authorized Senior Executive Officer of the Company shall certify as to the Federal Rate and the State Rate.

  • To the extent the Company is a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code for any portion of a designated year, Investor consent shall not be required for the payment to the shareholders of any Allowable Tax Distribution.

Related to Allowable Tax Distribution

  • Available Tax Increment means the Gross Tax Increment received by the City from Hennepin County during the period preceding each semi-annual Payment Date, less (i) the amount of tax increment, if any, which the City must pay to the school district, the county and the state pursuant to Minnesota Statutes, Sections 469.177, Subds. 9 and 11; 469.176, Subd. 4h; and 469.175, Subd. 1a, as the same may be amended from time to time, (ii) actual administrative costs of the City in an amount not to exceed 10% of Gross Tax Increment.

  • Applicable Tax State means the State in which the Owner Trustee maintains its Corporate Trust Office, the State in which the Owner Trustee maintains its principal executive offices and the State of Michigan.

  • Applicable Taxes means the Goods and Services Tax (GST), the Harmonized Sales Tax (HST), and any provincial tax, by law, payable by Canada such as, the Quebec Sales Tax (QST) as of April 1, 2013.

  • Tax Distribution has the meaning set forth in Section 4.4.

  • Tax Distributions has the meaning set forth in Section 4.01(b)(i).

  • Permitted Tax Distributions means, with respect to a Credit Party so long as it is taxable as a partnership or disregarded entity for United States federal income tax purposes, tax distributions to the owners of Equity Interests in such Credit Party (its “shareholders”) in an aggregate amount that does not exceed, with respect to any period, an amount equal to (a) the product of (i) the Applicable Tax Percentage, multiplied by (ii) such Credit Party’s federal taxable income, minus (b) to the extent not previously taken into account, any income tax benefit attributable to such Credit Party which could be utilized by its shareholders, in the current or any prior year, or portion thereof, from and after the Closing Date (including any tax losses or tax credits), computed at the Applicable Tax Percentage of the year that such benefit is taken into account for purposes of this computation; provided, however, that the computation of distributions under this definition shall also take into account (x) the deductibility of state and local taxes for federal income tax purposes and (y) any difference in the Applicable Tax Percentage resulting from the nature of the taxable income (such as capital gain as opposed to ordinary income, if applicable; provided, further, that, in the event (x) the actual distribution to a shareholder made pursuant to this definition exceeds the actual income tax liability of any such shareholder due to such Credit Party’s status as a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, or (y) if such Credit Party is a subchapter C corporation, such Credit Party would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Credit Party is a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, then, such shareholder shall repay such Credit Party the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Credit Party (without giving effect to any filing extensions) and, in the event such amounts are not repaid in a timely manner by any, then such Credit Party shall not pay or make any distribution with respect to, or purchase, redeem or retire, any Equity Interest of such Credit Party held or Controlled by, directly or indirectly, such shareholder until such payment has been made.

  • Permitted Tax Distribution means distributions to the Parent (from the Accounts or otherwise) to the extent required to allow the Parent to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate federal or state income or excise taxes payable by the Parent in or with respect to any taxable year of the Parent (or any calendar year, as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Parent shall not exceed 115% of the amounts that the Company would have been required to distribute to the Parent to: (i) allow the Company to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year the Company's liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Company's liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that the Company had qualified to be taxed as a regulated investment company under the Code and (B) if such Permitted Tax Distributions are made after the occurrence and during the continuance of an Event of Default, the amount of Permitted Tax Distributions made in any 90 calendar day period shall not exceed U.S.$1,500,000.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • Pre-Tax Contributions means, for any Participant, the aggregate of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax Contributions contributed to the applicable Pre-Tax Contribution Account.

  • Eligible taxpayer means a taxpayer that meets both of the following conditions:

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

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

  • Book-Tax Disparity means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.