Consistent Return definition

Consistent Return has the meaning set forth in Section 8.7(a).
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Consistent Return means a Tax Return prepared on a basis consistent with the Fixed Tax Assumptions and other provisions in this Agreement and with Section 2.3 of the Contribution Agreement, and an “Excepted Non-Conforming Return” shall mean a Tax Return that is not prepared on a basis consistent with the Fixed Tax Assumptions and other provisions in this Agreement because there is not at least “substantial authority” (within the meaning of Regulation Section 1.6662-4(d)(2)) for filing a Tax Return on a basis consistent with the Fixed Tax Assumptions and other provisions in this Agreement as the result of (A) a final determination in any federal income tax audit or administrative or judicial proceeding involving such Tax Return or a Tax Return for a prior period making an adjustment to any item affected by the Fixed Tax Assumptions or (B) a Change in Tax Law or any other enactment, promulgation or issuance, as applicable, subsequent to the Effective Date of any of the types of authorities described in Treasury Regulation Section 1.6662-4(d)(3), (C) the breach of any representations, warranties, or covenants by a Class A Member, the Managing Member (as long as it is, or is an Affiliate of, a Class A Member) or the Tax Matters Partner (or Partnership Representative, as applicable) (as long as it is, or is an Affiliate of, a Class A Member) under this Agreement or the Contribution Agreement, or (D) the result of the breach of the representations, warranties or covenants of a Class B Member in Sections 3.11 or 12.3 of this Agreement or of Section 2.3 or Section 4.8 of the Contribution Agreement. A Tax Return that is neither a Consistent Return nor an Excepted Non-Conforming Return shall be a “Non-Conforming Return”). The Tax Matters Partner shall prepare the Tax Returns substantially in accordance with the Base Case Model except to the extent that any position taken in such Tax Returns (x) is one that the Accounting Firm will not report without disclosure under Code Section 6694(a)(2)(B) or (y) is one that is inconsistent with the other provisions of this Agreement. A Tax Return that is not filed substantially in accordance with the Base Case Model will be treated as a Non-Conforming Return.
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Examples of Consistent Return in a sentence

  • A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement.

  • In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than [***] days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities.

  • In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than 30 days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities.

  • In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return [***] Confidential Treatment Requested that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than 30 days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities.

  • If such Tax Return is not a Consistent Return, it will be deemed approved by the Members unless (x) if such Tax Return relates to the period prior to and including the year in which the Flip Point occurs, the Minority of Class A Members or the Class B Member, or (y) in all other cases, the Required Voting Percentage, notify the Tax Matters Member in writing of their disapproval within twenty (20) Days of their receipt of such Tax Return.

  • If a Tax Return is a Consistent Return, the consent of the Members shall be deemed to have been given, subject to any objection by a Member on account of a manifest mathematical error.

  • Average decile ranks of the three years’ Consistent Return measure are calculated for all eligible funds per asset class and then per group.

  • If the Independent Accounting Firm determines pursuant to Section 13.11 that the proposed Tax Return does constitute either a Consistent Return or an Excepted Non-Conforming Return, then such Tax Return shall be deemed to constitute a Consistent Return or Excepted Non-Conforming Return for purposes of this Agreement.

  • The Tax Matters Partner shall use good faith efforts to prepare, or cause to be prepared by the Accounting Firm, for each Tax Year, the Company’s federal income tax return, including Schedule K-1s (the “Tax Return”) in a manner that constitutes either a Consistent Return or an Excepted Non-Conforming Return.

  • A Tax Return that is neither a Consistent Return nor an Excepted Non-Conforming Return shall be a “Non-Conforming Return”).

Related to Consistent Return

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • Current Return means the minimum fair combined rate of return on common equity required for

  • Consistent Basis in reference to the application of GAAP means the accounting principles (including interpretations of GAAP) observed in the period referred to are comparable in all material respects to those observed in the preparation of the audited financial statements of the Borrower referred to in Section 6.1(e)(i) hereof.

  • Investment Return means the investment return payable in respect of the Bond in accordance with Clause 5 Returns.

  • 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.

  • Consolidated Return means any Tax Return relating to Income Taxes filed pursuant to Section 1502 of the Code, or any comparable combined, consolidated, or unitary group Tax Return relating to Income Taxes filed under state or local tax law which, in each case, includes IDT and at least one subsidiary.

  • Tax Item means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

  • PRE-2017 NET OPERATING LOSS CARRYFORWARD means any net operating loss incurred in a taxable year beginning before January 1, 2017, to the extent such loss was permitted, by a resolution or ordinance of the Municipality that was adopted by the Municipality before January 1, 2016, to be carried forward and utilized to offset income or net profit generated in such Municipality in future taxable years.(B) For the purpose of calculating municipal taxable income, any pre-2017 net operating loss carryforward may be carried forward to any taxable year, including taxable years beginning in 2017 or thereafter, for the number of taxable years provided in the resolution or ordinance or until fully utilized, whichever is earlier.

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

  • Net Loss Amount means the sum of Cumulative Loss Amounts under this Single Family Shared-Loss Agreement and Aggregate Net Charge-Offs under the Commercial Shared-Loss Agreement.

  • Floating Profit/Loss means current profit/loss on Open Positions calculated at the current Quotes.

  • Net Economic Return shall have the meaning ascribed to such term in paragraph 2 of Exhibit E to the Lease.

  • Shared-Loss Amount has the meaning provided in Section 2.1(b)(i) of this Commercial Shared-Loss Agreement.

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

  • 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.

  • Shared-Loss Quarter has the meaning provided in Section 2.1(a)(i) of this Commercial Shared-Loss Agreement.

  • Simulated Gain means the excess of the amount realized from the sale or other disposition of an oil or gas property over the Carrying Value of such property.

  • Company Returns is defined in Section 3.15(a) of the Agreement.

  • Allocation has the meaning set forth in Section 3.3.

  • Allocated Realized Loss Amount With respect to any Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date.

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

  • SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.