Covered Tax Benefit definition

Covered Tax Benefit is defined in Section 3.3(a) of this Agreement.
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Covered Tax Benefit has the meaning ascribed to such term in the BGC Partners TRA.
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Covered Tax Benefit is defined in Section 3.3(a).
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Examples of Covered Tax Benefit in a sentence

  • The parties shall cooperate in connection with any proposed revision to the Covered Tax Benefit (if any), the Covered Tax Detriment (if any) and the Tax Benefit Payment (if any) for a Covered Taxable Year.

  • Within 45 calendar days after the filing of the Company’s U.S. federal income Tax Return for a Taxable Year, the Company shall provide to the TRA Party Representative a schedule showing, in reasonable detail, (i) the calculation of the Covered Tax Benefit (if any) and the Tax Benefit Payment (if any) for such Taxable Year (together, a “Tax Benefit Schedule”) and (ii) supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment.

  • Subject to the other provisions of this Agreement, such revised Covered Tax Benefit (if any), revised Covered Tax Detriment (if any) and/or revised Tax Benefit Payment (if any) shall become final 30 calendar days after delivery of such Revised Schedule unless the other party, during such 30-calendar day period, provides written notice of a material objection thereto made in good faith.

  • Subject to the other provisions of this Agreement, such revised Covered Tax Benefit (if any), revised Covered Tax Detriment (if any) and/or revised Tax Benefit Payment (if any) shall become final 30 calendar days after delivery of such Revised Schedule unless the other party, during such 30 calendar days period, provides written notice of a material objection thereto made in good faith.

  • Within 120 days after the due date (including extensions) for the U.S. Federal Income Tax Return of New Charter for a Covered Taxable Year, New Charter shall provide to A/N a schedule (the “Tax Schedule”) showing the computation of the Covered Tax Benefit (if any), the Covered Tax Detriment (if any) and the Tax Benefit Payment (determined in accordance with Section 3.01(b)) (if any) for such Covered Taxable Year, together with work papers providing reasonable detail regarding the computation of such items.

  • Within [60] calendar days after the filing of the last U.S. state income or franchise Tax Return of Vantiv for a Covered Taxable Year, Vantiv shall provide to JPDN a schedule substantially in the form of Exhibit B attached hereto (the “Tax Schedule”) showing, in reasonable detail, the computation of the Covered Tax Benefit (if any), the Covered Tax Detriment (if any) and the Tax Benefit Payment (determined in accordance with Section 3.01(b)) (if any) for such Covered Taxable Year.

  • Within [60] calendar days after the filing of the last U.S. state income or franchise Tax Return of Vantiv for a Covered Taxable Year, Vantiv shall provide to Fifth Third a schedule substantially in the form of Exhibit B attached hereto (the “Tax Schedule”) showing, in reasonable detail, the computation of the Covered Tax Benefit (if any), the Covered Tax Detriment (if any) and the Tax Benefit Payment (determined in accordance with Section 3.01(b)) (if any) for such Covered Taxable Year.

  • No later than 30 calendar days following the due date for the filing of the Company Group’s U.S. federal income Tax Returns (taking into account any applicable extensions) for a Covered Taxable Year, the Company shall provide to the Holders’ Representative a schedule (the “Tax Schedule”) showing, in reasonable detail, the computation of the Covered Tax Benefit (if any) and the Tax Benefit Payment (if any) for such Covered Taxable Year.

  • Subject to the other provisions of this Agreement, such revised Covered Tax Benefit (if any), revised Covered Tax Detriment (if any) and/or revised Tax Benefit Payment (if any) shall become final 30 calendar days after delivery of such Revised Schedule unless the other party, during such 30 calendar day period, provides written notice of a material objection thereto made in good faith.

  • Within [60] calendar days after the filing of the last U.S. state income or franchise Tax Return of Vantiv for a Covered Taxable Year, Vantiv shall provide to AIC a schedule substantially in the form of Exhibit B attached hereto (the “Tax Schedule”) showing, in reasonable detail, the computation of the Covered Tax Benefit (if any), the Covered Tax Detriment (if any) and the Tax Benefit Payment (determined in accordance with Section 3.01(b)) (if any) for such Covered Taxable Year.


More Definitions of Covered Tax Benefit

Covered Tax Benefit means an actual reduction in cash income Taxes of an Emerald Entity in any non-U.S. jurisdiction for a Post-Closing Tax Period as a result of the utilization of a Covered Tax Asset, but solely to the extent such reductions in cash income Taxes exceed in the aggregate the value of the non-U.S. income Tax Assets that actually reduced Indebtedness pursuant to clause (vi)(3) of Indebtedness. “Covered Tax Asset” means an income Tax Asset attributable to a Pre-Closing Tax Period that was not taken into account to reduce unpaid income Tax liabilities in the determination of Indebtedness (other than under clause (vi)(3) thereof). Notwithstanding anything in this Agreement to the contrary, (i) the sum of the aggregate the value of the non-U.S. income Tax Assets that actually reduced Indebtedness pursuant to clause (vi)(3) of Indebtedness and the aggregate amount of payments in respect of Covered Tax Benefits to which Exxxxxx shall be entitled under this Section 6.03(b) shall not exceed $5,000,000, (ii) JV NewCo’s obligation to pay or cause to be paid Covered Tax Benefits to Exxxxxx shall only apply to Covered Tax Benefits realized with respect to the first five (5) taxable years of the relevant Emerald Entity beginning with the first taxable year of such Emerald Entity that begins after the Closing Date and JV NewCo shall have no obligation to pay or cause to be paid any amounts to Exxxxxx pursuant to this Section 6.03(b) after JV NewCo has made payment to Exxxxxx with respect to Covered Tax Benefits for a particular Emerald Entity reflected on the final Tax Return for such Emerald Entity for the fifth taxable year of such entity beginning after the Closing (or, if no Covered Tax Benefits are properly included on such final Tax Return, upon the filing of such Tax Return), and (iii) no payment shall be required to be made with respect to a Covered Tax Benefit to the extent attributable to a Tax Asset that actually reduced Indebtedness pursuant to clause (vi)(3) of Indebtedness.
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Related to Covered Tax Benefit

  • Realized Tax Benefit means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit until there has been a Determination.

  • 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.

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

  • Tax Benefit means any refund, credit, or other reduction in otherwise required Tax payments.

  • 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.

  • Realized Tax Detriment means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination with respect to such Actual Tax Liability.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • 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.

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries.

  • 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 Benefit Schedule is defined in Section 2.02 of this Agreement.

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

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

  • Qualified taxpayer means a person that either owns the resource to be rehabilitated or has a long-term lease agreement with the owner of the historic resource and that has qualified expenditures for the rehabilitation of the historic resource equal to or greater than 10% of the state equalized valuation of the property. If the historic resource to be rehabilitated is a portion of an historic or nonhistoric resource, the state equalized valuation of only that portion of the property shall be used for purposes of this subdivision. If the assessor for the local tax collecting unit in which the historic resource is located determines the state equalized valuation of that portion, that assessor's determination shall be used for purposes of this subdivision. If the assessor does not determine that state equalized valuation of that portion, qualified expenditures, for purposes of this subdivision, shall be equal to or greater than 5% of the appraised value as determined by a certified appraiser. If the historic resource to be rehabilitated does not have a state equalized valuation, qualified expenditures for purposes of this subdivision shall be equal to or greater than 5% of the appraised value of the resource as determined by a certified appraiser.

  • 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).