Annual Income Tax Liability definition

Annual Income Tax Liability means, for each Member, such Member’s annual federal, state and local income tax obligations for the applicable calendar year arising from the allocation to such Member of taxable income that is earned by the Company for all periods after the Closing Date (computed without regard to any deduction available to PubCo arising out of any exchange pursuant to the Exchange Agreement) based on the assumption that such Member is an individual or, if a greater amount of tax would result, a corporate resident in New York City subject to the maximum federal, New York State and New York City income tax rates, and reduced (but not below zero) by distributions made to such Member for Quarterly Estimated Income Tax with respect to such calendar year pursuant to Section 5.02.

Annual Income Tax Liability means, for each Partner, such Partner’s annual federal, state, and local income tax obligations for the applicable calendar year arising from the allocation to such Partner of taxable income that is earned by the Partnership based on the assumptions that (i) such Partner is an individual or, if a greater amount of tax would result, a corporate resident in New York, New York, subject to the maximum federal and applicable state and local income tax rates (taking account of any difference in rates applicable to ordinary income, capital gains and “qualified dividends” as such term is defined in Section 1(h) of the Code and any allowable deductions or credits in respect of such state and local taxes in computing such Partner’s liability for U.S. Federal income taxes and, provided, however, that the General Partner may adjust consistently for each Partner the assumed rate in its reasonable discretion) and (ii) the items of income, gain, deduction, loss and credit in respect of the Partnership were the only such items entering into the computation of tax liability of the applicable Partner. The General Partner may, but is not required, to take into account (a) any allocation of taxable income, gain, deduction, or loss pursuant to Code section 704(c), (b) any deductions accruing to any Partner as a result of the recovery of a basis adjustment pursuant to Code section 743, or (c) any adjustments pursuant to Code section 734, and may use any good faith assumptions in making any such calculations. In determining the Annual Income Tax Liability for a particular Fiscal Year, the General Partner may, but is not required to, take into account losses allocated after the Effective Date with respect to prior Fiscal Years.

Examples of Annual Income Tax Liability in a sentence

Notwithstanding any provision in this Agreement to the contrary, for each Partnership Year, the Partnership shall use commercially reasonable efforts to make a distribution or distributions to the Partners of such amounts as may be necessary to allow the Partners to pay their Annual Income Tax Liability with respect to the calendar year.
Notwithstanding any provision in this Agreement to the contrary, the Partnership shall use best efforts to make distributions to the Partners pro rata in accordance with their respective Percentage Interests of Partnership Common Units on the applicable Partnership Record Date, of an aggregate amount in cash sufficient to allow each Partner to pay its Annual Income Tax Liability with respect to the calendar year.
Notwithstanding any provision in this Agreement to the contrary, for each Fiscal Year, the Company shall use commercially reasonable efforts to make a distribution or distributions to the Members sufficient so that each Member receives an amount that is at least equal to its Annual Income Tax Liability, calculated separately with respect to each Member, with respect to the calendar year.
Subject to Section 5.3(b) but otherwise notwithstanding any provision in this Agreement to the contrary, for each calendar year, the Operating Managing Member shall make quarterly cash distributions to the Members such that each Member receives an amount (after taking into account all distributions previously received by such Member during the calendar year pursuant to Sections 5.1 and 5.2) that is at least equal to its Annual Income Tax Liability (as reasonably estimated for such quarter).
Notwithstanding any provision in this Agreement to the contrary, for each calendar year, the Managing Member shall cause the Company to make quarterly cash distributions to the Members such that each Member receives an amount (after taking into account all distributions previously received by such Member during the calendar year pursuant to Section 5.1(b) and this Section 5.2) that is at least equal to its Annual Income Tax Liability (as reasonably estimated for such quarter).

More Definitions of Annual Income Tax Liability

Annual Income Tax Liability means, for each Partner, such Partner’s annual federal and state income tax obligations for the applicable calendar year (and reasonably estimated for each quarter for purposes of any quarterly estimated income tax obligations) arising from the allocation to such Partner of income recognized by the Partnership based on the assumption that such Partner is a California corporation subject to the maximum federal and California state income tax rates applicable to corporations and assuming state taxes are fully deductible for federal income tax purposes. The computation of Annual Income Tax Liability shall not take into account (i) any allocation of taxable income, gain, deduction, or loss pursuant to Code Section 704(c), (ii) recovery of a basis accruing to any Partner pursuant to Code Section 743, and (iii) for the avoidance of doubt, any income, gain, loss or deduction relating to any payments made by the Partnership or Parent pursuant to the Tax Receivable Agreement that are treated as guaranteed payments within the meaning of Code Section 707(c) (including amounts arising in respect of such guaranteed payments that are required to be capitalized). For the avoidance of doubt, the computation of Annual Income Tax Liability is hypothetical and does not take into account any Partner’s tax attributes or status.

Annual Income Tax Liability means, with respect to a Member, an amount, not less than zero, equal to the product of (i) the excess of (w) the taxable income of the Company, determined without regard to any adjustments pursuant to Sections 734 and 743 of the Code, that is projected, in the good faith belief of the Managing Member, to be allocated pursuant to this Agreement for the Taxable Year to the Units held by such Member on the applicable Company Record Date, over (x) the cumulative net losses, if any, of the Company in any prior Taxable Year allocated to such Member’s Units held on the applicable Company Record Date, but only to the extent not previously applied for purposes of this definition, and (ii) the sum of (y) the highest marginal U.S. federal income tax rate applicable to an individual (including, for the avoidance of doubt, the 3.8% net investment income tax or corresponding portion of self-employment tax) or corporation at the time such Annual Income Tax Liability is calculated and (z) the greater of (A) the most recently-calculated Blended Rate, as such term is defined in the Tax Receivable Agreement and calculated thereunder, provided, however, that if the Blended Rate has not been recalculated for purposes of the Tax Receivable Agreement within one (1) calendar year of the date on which the Annual Income Tax Liability is computed, the Blended Rate shall be recalculated in accordance with the terms set forth in the Tax Receivable Agreement for purposes of this clause (A), and (B) the highest marginal income tax rate, whether individual or corporate, of the State of Michigan, measured as of the most recent calculation of the Blended Rate as provided in clause (A).

Annual Income Tax Liability means, for each Member, such Member’s annual federal, state, and local income tax obligations for the applicable calendar year arising from the allocation to such Member of its distributive share of taxable income that is earned by the Company based on the assumption that such Member is a corporation subject to the maximum federal and applicable state and local income tax rates (unless the Member provides evidence satisfactory to the Managing Member that the Member is (i) other than a “C corporation” (within the meaning of Code section 1361(c)(2)) and (ii) the direct or indirect owners of the Member are individuals, in which case tax rates applicable to individuals shall be used to compute the Annual Income Tax Liability). The computation of Annual Income Tax Liability shall not take into account (i) any allocation of taxable income, gain, deduction, or loss pursuant to Code section 704(c) (i.e., Annual Income Tax Liability shall be determined by taking into account the Non-Stepped Up Tax Basis (as defined in the Tax Receivable Agreement) of the assets of the Company and by allocating the Company’s items of income, gain, loss, and deduction as if Section 704(c) and the principles thereof had not applied to such allocations), (ii) any deductions accruing to any Member as a result of the recovery of a basis adjustment pursuant to Code section 743 and (iii) for the avoidance of doubt, any income or deduction relating to any Company TRA Payments that are treated as “guaranteed payments” within the meaning of Code section 707(c).

Annual Income Tax Liability of any Member means such Member's annual Federal, state and local income tax obligations for the applicable Fiscal Year arising from the allocation of taxable income of the Company for such Fiscal Year to such Member, taking into account the allocations of deductible net losses (of the same character as the taxable income) of the Company to such Member from prior Fiscal Years and carried forward to the current Fiscal Year to the extent not previously netted against such Member's taxable income from the Company, based on the assumption that such Member is an individual resident of New York City subject to the maximum Federal, New York State and New York City income tax rates.

Annual Income Tax Liability means, for each Member, such Member’s annual federal and state tax obligations for the applicable calendar year (and reasonably estimated for each quarter for purposes of any quarterly estimated income tax obligations) arising from the allocation to such Member of income recognized by the Company based on the assumption that such Member is a California corporation subject to the maximum federal and California state income tax rates applicable to corporations and assuming state taxes are fully deductible for federal income tax purposes. The computation of Annual Income Tax Liability shall not take into account either (i) any allocation of taxable income, gain, deduction, or loss pursuant to Code Section 704(c), or (ii) any deductions accruing to any Member as a result of the recovery of a basis adjustment pursuant to Code Section 743. For the avoidance of doubt, the computation of Annual Income Tax Liability is hypothetical and does not take into account any Member’s tax attributes or status.

Annual Income Tax Liability means, for each Member, such Member’s aggregate annual U.S. federal, state, and local income tax liabilities for the applicable calendar year attributable to the taxable income (including gross items thereof) of the Company allocated to such Member with respect to such Member's Interests for such year, computed assuming that (i) such Member is an individual or, if a greater tax liability would result, a corporate resident in New York, New York, subject to the maximum U.S. federal and applicable state and local income tax rates (determined taking into account any difference in rates applicable to ordinary income, capital gains and “qualified dividends” as such term is defined in Section 1(h) of the Code and any allowable deductions or credits in respect of such state and local taxes); provided, however, that the Managing Member may adjust consistently for each Member the assumed rate in its reasonable discretion and (ii) the items of income, gain, deduction, loss and credit in respect of the Company were the only such items entering into the computation of tax liability of the applicable Member.

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