Combined Tax Group definition

Combined Tax Group means any affiliated group (i) of which the Company or any of its Subsidiaries was or is, or was or is required to be, a member for any Tax year and (ii) of which a Parent Entity was or is, or was or is required to be, the common parent for such Tax year for purposes of paying Taxes or filing a Tax Return.
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Combined Tax Group means any consolidated, combined, unitary or affiliated group (a) of which the Company or any of its Subsidiaries was or is, or was or is required to be, a member for any Tax year and (b) of which a Parent Entity was or is, or was or is required to be, the common parent for such Tax year for purposes of paying Taxes or filing a Tax Return. 89 This form agreement assumes the Company will be treated as a corporation for U.S. federal, state and local income tax purposes at the time this agreement is entered into. In the event that the Company is not treated as a corporation for U.S. federal, state and local income tax purposes, the Company may revise this agreement in such a manner as necessary or appropriate to enable the parties to make payments based upon the amounts that would be payable if the Company were treated as a corporation for U.S. federal, state and local income tax purposes.
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Combined Tax Group means (i) (a) any group of companies that with respect to any period ending on or before the Effective Time, files or has filed Tax Returns on a combined, consolidated or unitary basis with any Group Company or any predecessor of or successor to any Group Company (or another such predecessor or successor) or (b) without limitation of (i)(a), any VAT Fiscal Unity that, in each case, with respect to any period ending on or before the Effective Time, includes or has included any Group Company or any predecessor of or successor to any Group Company (or another such predecessor or successor) and (ii) (a) any group of companies that files or has filed Tax Returns on a combined, consolidated or unitary basis or
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Examples of Combined Tax Group in a sentence

  • Within 5 days after any such adjustment, the Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined Tax Group to, make additional Tax sharing payments, including interest and penalties consistent with such adjustment, to the applicable Parent Entity.

  • The applicable Parent Entity shall be the sole and exclusive agent of the Combined Tax Group of which it is the common parent and of each member of such group in respect of any and all matters relating to any Combined Tax of such group for all Combined Tax Return years.

  • The Company shall, and shall cause each of its Subsidiaries that is eligible to be a member of the relevant Combined Tax Group to, join and continue to join in filing a Combined Tax Return with respect to each jurisdiction for all Tax years for which such Subsidiary is eligible to do so under the applicable Tax law, unless Parent shall request otherwise.

  • The Company hereby irrevocably appoints, and shall cause each of its Subsidiaries that is a member of each such Combined Tax Group to irrevocably appoint, such Parent Entity as its agent and attorney-in-fact to take such action (including the execution of documents) as such Parent Entity may deem appropriate to effect the foregoing.

  • For purposes of this Article III, Section 1, a carryover of the Company Group will be treated as utilized by a Parent Entity to the extent that the actual Tax liability of the relevant Combined Tax Group is less than the Tax liability of such Combined Tax Group determined without giving effect to such carryover.

  • The Company shall, and shall cause each of its Subsidiaries that is eligible to be a member of the relevant Combined Tax Group to, join and continue to join in filing a Combined Tax Return with respect to each jurisdiction for all Tax years for which the Company or such Subsidiary, as the case may be, is eligible to do so under the applicable Tax law, unless Holding shall request otherwise.

  • The Company hereby irrevocably appoints, and shall cause each of its Subsidiaries that is a member of each such Combined Tax Group to irrevocably appoint such Parent Entity as its agent and attorney-in-fact to take such action (including the execution of documents) as such Parent Entity may deem appropriate to effect the foregoing.

  • The applicable Parent Entity shall (a) make all payments to the applicable Taxing Authority of all Combined Taxes that the relevant Combined Tax Group is required to pay, including estimated payments relating thereto and (b) have the right to exercise all powers of a common parent with respect to each Combined Tax Return or Combined Tax.

  • The Company shall, and shall as appropriate cause any of its Subsidiaries that is a member of the relevant Combined Tax Group to, timely pay, on behalf of such Parent Entity, such amount to the applicable Taxing Authority.

  • New Xxxxx or Holdings, as the case may be, shall (a) make all payments to the applicable Taxing Authority of all Combined Taxes that the relevant Combined Tax Group is required to pay, including estimated payments relating thereto and (b) have the right to exercise all powers of a common parent with respect to each Combined Tax Return or Combined Tax.


More Definitions of Combined Tax Group

Combined Tax Group has the meaning set out in Schedule 14 (Part 1);
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Combined Tax Group means (i) (a) any group of companies that with respect to any period ending on or before the Effective Time, files or has filed Tax Returns on a combined, consolidated or unitary basis with any Group Company or any predecessor of or successor to any Group Company (or another such predecessor or successor) or (b) without limitation of (i)(a), any VAT Fiscal Unity that, in each case, with respect to any period ending on or before the Effective Time, includes or has included any Group Company or any predecessor of or successor to any Group Company (or another such predecessor or successor) and (ii) (a) any group of companies that files or has filed Tax Returns on a combined, consolidated or unitary basis or (b) without limitation of (ii)(a), any VAT Fiscal Unity that, in each case, at any time after the Effective Time, includes any member of Seller’s Group on the one hand, and any Group Company on the other hand, or any predecessor of or successor thereof (or another such predecessor or successor);
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Combined Tax Group means any affiliated group (i) of which New Xxxxx or Holdings was or is, or was or is required to be, the common parent for purposes of paying Taxes or filing a Tax Return and (ii) (A) which includes, for U.S. federal income tax purposes, all items of income, gain, loss, deduction or credit attributable to the Company or any of its Subsidiaries, or (B) of which the Company or any of its Subsidiaries was or is, or was or is required to be, a member for any Tax year. For the avoidance of doubt, a Combined Tax Group shall be deemed to exist in any jurisdiction in which New Xxxxx and/or Holdings is required to include in its taxable income, for any Tax purposes, any item of income, gain, loss, deduction or credit attributable to any members of the Company Group, and shall include such member(s) and New Xxxxx and/or Holdings, as the case may be.
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Related to Combined Tax Group

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • 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.

  • Agreement combined tax rate means the sum of the tax rates:

  • Consolidated Tax Expense means, for any period, the tax expense of Holdings and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • 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).

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination), unitary or Group Relief basis that includes activities of members of the ESG Group or the KBR Group, or both, as the case may be.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).

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

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

  • 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.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Tax Attributes means net operating losses, capital losses, tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, tax bases, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

  • Excluded Tax means any Tax imposed by any jurisdiction on the net income of the Note Holder;

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Consolidated federal taxable income means the consolidated taxable income of an affiliated group of corporations, as computed for the purposes of filing a consolidated federal income tax return, before consideration of net operating losses or special deductions. "Consolidated federal taxable income" does not include income or loss of an incumbent local exchange carrier that is excluded from the affiliated group under division (A)(1) of this section.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

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

  • 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.

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.