Excess Tax Liability definition

Excess Tax Liability means the excess, if any, of the cumulative Maximum Tax Liability of a Member for all completed Fiscal Years, or Fiscal Quarters, as the case may be, over the cumulative distributions and Tax Advances previously made, if any, to such Member pursuant to Section 4.2 and Section 4.3(a).
Sample 1Sample 2
Excess Tax Liability shall have the meaning provided in Section 8.06(vii).
Sample 1
Excess Tax Liability is defined in Section 5.02.
Sample 1

Examples of Excess Tax Liability in a sentence

  • In any case, Parent shall, and cause its Subsidiaries that are not Loan Parties to defend, indemnify and hold harmless each Borrower for the full amount of any such Excess Tax Liability.

  • Following completion of the above calculation, the Company will reimburse any Excess Tax Liability Payment (as defined below) you have incurred, if any, on a fully grossed-up basis in relation to the Secondment Period.

  • Notwithstanding the foregoing, (A) excess EBITDA with respect to any month, if included in the calculation of the Excess Tax Liability Amount, shall not be included in any future calculation of Excess Tax Liability Amount, (B) excess EBITDA with respect to any month prior to June 2020 shall not be included in the calculation of Excess Tax Liability Amount.

  • Within 30 days after the date the federal tax returns for RCM for the fiscal year ended October 31, 1998 are filed, RCM shall send a notice (the "Notice") to the Acquiree Shareholders providing in reasonable detail its calculation of the Excess Tax Liability.

  • If Seller concludes in its commercially reasonable judgment based upon consultations with its tax advisors and Ernst & Young that the Excess Tax Liability (as defined in Section 11.2(b) hereof) is more than $100,000 as a result of the proposed Alternate Structure, Buyer shall not proceed with such Alternate Structure.

  • In the event Acquiree Shareholders do not provide the Dispute Notice timely, it shall be assumed that they consent to the calculation of the Excess Tax Liability.

  • Tax Distributions shall be made on or before March 30 of the fiscal year following the fiscal year that the determination of any Excess Tax Liability is made.

  • The Company will reimburse any Excess Tax Liability Payment or claim back any Excess Refunds you have incurred in the Home Location and Host location, in accordance with the Letter of Understanding.

  • The Escrow Shares shall be deemed collateral to ensure payment of the Excess Tax Liability as provided in Section 2.3 and for the indemnification obligations of Messrs.

  • Name Backpay Interest Expenses Pecuniary Damages Total Excess Tax Liability Front Pay Total XXXXXXXX XXXXX $95,931.00 $4,687.00 $0.00 $0.00 $1,617.00 $97,765.00 $200,000.00 NEUTRAL REFERENCE Should any prospective employer contact the Charged Party seeking a reference for XXXXX, the Charged Party will provide a neutral reference, confirming h dates of employment and positions held.


More Definitions of Excess Tax Liability

Excess Tax Liability means the excess, if any, of the cumulative federal and state income tax liability attributable to the income (taking into account the character of the income (i.e., ordinary income or capital gain) allocated to the Members) for the most recently completed12 month period ending with the current fiscal quarter, as calculated consistent with the Company’s past practices, over the cumulative distributions previously made, if any, to theMembers pursuant to Section 4.3(a) or Section 4.3(c) attributable to the same period. For example, a distribution, if any, to be made on June 12, 2019 shall be calculated taking into consideration the Member’s allocable share of the Company taxable income, gain, loss, deduction and credit for the period July 1, 2018 through June 30, 2019 and the prior distributions, if any, made pursuant to Section 4.3(a) on or about September 12, 2018, January 12, 2019, and April 12, 2019 and the prior distributions, if any, made pursuant to Section 4.3(c) from July 1, 2018 through June 30, 2019.
Sample 1
Excess Tax Liability has the meaning set forth in Section 2.2(b)(ii).
Sample 1
Excess Tax Liability means the difference between (x) the actual Tax liability of the HEI Consolidated Group, any similar consolidated or combined Tax group under any other provision of Law, and any member of any of the foregoing, taking into account the Section 336(e) Election with respect to the Distribution for the taxable year (or portion thereof) ending on the Distribution Date, over (y) the hypothetical Tax liability of the HEI Consolidated Group, any similar consolidated or combined Tax group under any other provision of Law, and any member of any of the foregoing, for such taxable year (or portion thereof) ending on the Distribution Date that would have resulted if no such election were made with respect to the Distribution (and the Integrated Mergers occurred on the same date and at the same times) and assuming such hypothetical Tax liability were calculated based on an aggregate tax basis of HEI in its ASB Hawaii stock of $405.8 million.
Sample 1
Excess Tax Liability means, for any taxable year of the Partnership, the excess of (i) the product of (x) the sum of the amount of any income, profit or gain allocated to the applicable Partner pursuant to Section 6.09 (other than Section 6.09(d)) for such year, (but minus cumulative net losses previously allocated to such Partner) times (y) the Effective Tax Rate over (ii) the amount of Proceeds distributed or paid to such Partner pursuant to Section 6.02(a) or the corresponding terms of any Parallel Investment for such year.
Sample 1

Related to Excess Tax Liability

  • 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).

  • 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.

  • 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.

  • 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.

  • Tax Liabilities means all liabilities for Taxes.

  • State premium tax liability means any liability

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

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

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

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

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Tax Delinquency means an unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • 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.

  • 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.