Estimated Tax Distribution definition

Estimated Tax Distribution shall have the meaning set forth in Section 3.5.
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Estimated Tax Distribution means for any Estimated Tax Distribution Date the remainder of (i) the Effective Tax Rate multiplied by the product of (a) the number of Taxable Quarters during the fiscal year which will have elapsed as of the end of the last Business Day of the preceding Taxable Quarter and (b) 25 percent of the amount of taxable income of the Company as determined in accordance with Article 8 for such fiscal year, as estimated by the Tax Matters Partner in good faith as of the end of such Taxable Quarter, minus (ii) the cumulative Estimated Tax Distributions made pursuant to Section 9.1(b)(i) for each prior Taxable Quarter during such fiscal year.
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Estimated Tax Distribution means, with respect to any Partner and any Estimated Tax Payment Date, an amount equal to the excess (if any) of (A) the product of (x) an estimate of the Partnership's taxable income for the year, as estimated in good faith by the Tax Matters Partner, allocable to such Partner for such year, less the excess, if any, of cumulative tax losses of the Partnership over cumulative taxable income allocated to such Partner in prior years, (y) the Applicable Tax Rate, and (z) the Proration Percentage over (B) the sum of (u) the prior Estimated Tax Distributions distributed to such Partner with respect to the same year and (v) Excess Tax Distributions with respect to the prior year.
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Examples of Estimated Tax Distribution in a sentence

  • Each pro rata distribution of the Estimated Tax Distribution Amount shall be made to the Members in immediately available funds no later than three Business Days immediately preceding the date of HoldCo’s corresponding payment obligation under Section 8 of the Tax Matters Agreement.

  • If the Annual Tax Distribution Amount for a Tax Year exceeds the sum of Estimated Tax Distribution Amounts for such Tax Year, the Company shall, within 20 days after filing its Internal Revenue Service Form 1065, distribute to the Members, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to such excess.

  • Unless otherwise specified by the General Partner in writing, all distributions made with respect to a given year (as determined by the General Partner) shall be applied against and reduce the Estimated Tax Distribution due from the Partnership with respect to that year.

  • If the sum of Estimated Tax Distribution Amounts for a Tax Year exceeds the Annual Tax Distribution Amount for such Tax Year, the Company shall so notify each of the Members and each Member shall, within 20 days after the Company files its Internal Revenue Service Form 1065, refund to the Company its pro rata share of such excess or, at the Company’s election, offset such excess against future distributions pursuant to this Section 8.02(a)(i).

  • Thereafter, subject to any contractual restrictions to which the Company is subject, within five (5) days after such estimate is so determined, the Company shall distribute to the Members Distributable Cash, in accordance with their Percentage Interests, in an amount equal to the Estimated Tax Distribution Amount.

  • The Closing Equity Value reflected on the Closing Equity Value Schedule as agreed to by Purchaser and Sellers’ Representative pursuant to this Section 2.03 shall be referred to as the “Estimated Closing Equity Value” and shall include the Estimated Tax Distribution Adjustment.

  • Except as provided in this Agreement, the Company does not have any legal obligation to effect any merger, consolidation or reorganization of the Company, nor to enter into any agreement with respect thereto, nor to redeem or repurchase any membership interests, nor to issue any dividends or to make any divestitures except the Estimated Tax Distribution.

  • Distributions under the immediately preceding sentence shall be treated as an Estimated Tax Distribution for the Fiscal Year with respect to the estimates.

  • For avoidance of doubt, for a year including a Sale of the Company, the designation of a Distribution as an Estimated Tax Distribution shall be binding for all purposes provided such Estimated Tax Distributions were computed in good faith and made in accordance with past practice of the Company.

  • First, there are those that are illegal such as engaging in the drug trade or the smuggling business.


More Definitions of Estimated Tax Distribution

Estimated Tax Distribution means a dividend or distribution to the Company Owner in an amount equal to the product of (a) the estimated taxable income allocated by the Company to the Company Owner for the short Tax year ending on the Closing Date (as reasonably determined by the Company’s accountant), multiplied by (b) the highest effective combined federal, state and local income tax rate (including any tax rate imposed on “net investment income” by Section 1411 of the Code) applicable during such period to an individual residing in the State of Illinois with respect to the type or character of the particular income (whether capital gain, ordinary income or otherwise), and taking into account any limitations on the deductibility of any Expenses or other amount (or the usage of any loss and treating all state and local income taxes as not deductible).
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Estimated Tax Distribution has the meaning given that term in Section 5.01(c).
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Estimated Tax Distribution shall have the meaning assigned to such term in the Holdings Operating Agreement.
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Estimated Tax Distribution means the $400,000 payable to the Sellers prior to April 15, 2004 with respect to S Corporation income tax distributions.
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Estimated Tax Distribution shall have the meaning ascribed to it in Section 10.2.
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Estimated Tax Distribution has the meaning set forth in Section 4.1(b)(ii).
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Related to Estimated Tax Distribution

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.

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

  • 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.

  • Permitted Tax Distributions means (a) for so long as the Borrower or any of its Subsidiaries are members of a group filing a consolidated, combined, affiliated or unitary income tax return with any direct or indirect parent of the Borrower, payments, dividends, or distributions, directly or indirectly, to such direct or indirect parent of the Borrower in amounts required for such parent entity to pay federal, state and local income (and franchise or other similar Taxes imposed lieu of income) Taxes imposed on such entity to the extent such Taxes are directly attributable to the income of the Borrower and its Subsidiaries; provided, however, that the amount of such payments in respect of any tax year does not, in the aggregate, exceed the amount that the Borrower and its Subsidiaries that are members of such consolidated, combined, affiliated or unitary group would have been required to pay in respect of such Taxes (as the case may be) in respect of such year if the Borrower and its Subsidiaries paid such Taxes directly on a separate company basis or as a stand-alone consolidated, combined, affiliated or unitary tax group (reduced by any such Taxes paid directly by the Borrower or any Subsidiary); and provided, further, that any such cash distributions made in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or any of its Restricted Subsidiaries and (b) with respect to any calendar year during which the Borrower is classified as a partnership or disregarded entity for U.S. federal income tax purposes, payments, dividends, or distributions by a Loan Party, on or prior to each estimated tax payment date as well as each other applicable due date but no more frequently than quarterly, in an aggregate amount not to exceed the product of (i) the total aggregate taxable income of the Borrower and its Restricted Subsidiaries (or estimates thereof) which is allocable to its members or partners as a result of the operations or activities of the Borrower and its Restricted Subsidiaries during the relevant period, calculated without regard to any tax deductions or basis adjustments arising under Section 743 of the Code attributable to the assets of the Borrower (provided, however, that such tax deductions or basis adjustments shall be taken into account if an Event of Default shall have occurred and be continuing), multiplied by (ii) the highest combined marginal federal, state and local income tax rates (including Section 1411 taxes) applicable to any member or partner of the Borrower (or, if any of them are themselves a pass-through entity for U.S. federal income tax purposes, their members or partners) determined by taking into account the character of the income and loss allocable to the members or partners as it affects the applicable tax rate, after taking into account any losses from prior periods allocated to the members or partners by the Borrower, to the extent not taken into account as a reduction in taxable income hereunder in prior periods; provided that, taxable income of the Borrower and its Restricted Subsidiaries for any period shall take into account any increases or decreases thereto as a result of any amended tax return or any tax examination, audit or adjustment; provided, further, that if the aggregate amount of Permitted Tax Distributions made for a taxable year exceeds the amount of Permitted Tax Distributions that would have been permitted based on the taxable income of Borrower and its Restricted Subsidiaries, as finally determined following the close of such year (including as a result of any amended tax return or any tax examination, audit or adjustment), then the amount of such excess shall be credited against the next Permitted Tax Distributions permitted to be made with respect to subsequent taxable periods.

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

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • 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.

  • 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.

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

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

  • 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.

  • Related Taxes means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:

  • 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.

  • Final Tax Amount has the meaning set forth in Section 4.01(b)(ii).

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

  • Indemnified Taxes means Taxes other than Excluded Taxes.

  • Net After Tax Amount means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.

  • 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.

  • 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.

  • 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 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 Detriment unless and until there has been a Determination.

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

  • 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 Tax Liability 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 unless and until there has been a Determination.

  • Recovered tax increment value means, except as otherwise

  • 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.

  • Indemnified Tax means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of a Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

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