Highest Member Tax Amount definition

Highest Member Tax Amount means the Member receiving the greatest proportionate allocation of taxable income attributable to its ownership of the Company in the applicable tax period (or portion thereof) (including as a result of the application of Section 704(c) of the Code or otherwise), and calculated by multiplying (x) the aggregate taxable income allocated to such Member (excluding the tax consequences resulting from any adjustment under Sections 743(b) and 734(b) of the Code in such applicable taxable period (or portion thereof), by (y) the Tax Rate.
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Highest Member Tax Amount has the meaning set forth in Section 4.01(c).
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Highest Member Tax Amount for any taxable period or portion thereof ending after the Issue Date is, with respect to the member or partner that receives the greatest allocation of net U.S. federal taxable income for the relevant period pursuant to the limited liability company agreement or partnership agreement of the Company, as applicable, relative to such member’s or partner’s pro rata interest in the Company for the relevant period, an amount equal to (a) the U.S. federal taxable income allocated by the Company to such member or partner during the relevant period less the sum of any U.S. federal taxable loss allocated by the Company to such member or partner during the relevant period and any loss carryforwards available from losses allocated to such member or partner by the Company in prior periods to the extent not taken into account in prior periods (in both cases, subject to any applicable limitations on the use of such losses), not taking into account for this purpose for any relevant period following the date of a Qualified IPO any adjustments under Section 743(b) of the Code, multiplied by (b) an assumed tax rate equal to the highest maximum combined marginal federal, state and local income tax rates applicable to an individual or, if higher, a corporation, resident in New York, New York (determined taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes); provided that, for the avoidance of doubt, taxable income allocated by the Company for any period shall include any increases thereto as a result of any tax examination, audit or adjustment, whether for taxable periods ending prior to or after the Issue Date.
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Examples of Highest Member Tax Amount in a sentence

  • The “Tax Amount”, calculated for each quarter of the taxable year, is the Highest Member Tax Amount divided by the Total Percentage Interest for the Highest Tax Member.


More Definitions of Highest Member Tax Amount

Highest Member Tax Amount for any taxable period or portion thereof ending after the Issue Date is, with respect to the direct or indirect member or partner of the Company that receives the greatest allocation of net U.S. federal taxable income from or with respect to the Company for the relevant taxable period or portion thereof relative to such member’s or partner’s direct or indirect pro rata interest in the Company for the relevant period, an amount equal to (a) the U.S. federal taxable income allocated by or with respect to the Company to such member or partner during the relevant period less the sum of any U.S. federal taxable loss allocated by or with respect to the Company to such member or partner during the relevant period and any loss carryforwards available from losses allocated to such member or partner by or with respect to the Company in prior taxable periods ending after the Issue Date to the extent not taken into account in prior periods (in both cases, subject to any applicable limitations on the use of such losses), not taking into account for this purpose any adjustments under Section 743(b) of the Code, multiplied by (b) an assumed Tax rate equal to the highest maximum combined marginal federal, state and local income Tax rates applicable to an individual or, if higher, a corporation, resident in New York, New York (determined taking into account the deductibility of state and local income Taxes for U.S. federal income tax purposes); provided that, for the avoidance of doubt, taxable income allocated by the Company for any period shall include any increases thereto as a result of any Tax examination, audit or adjustment, whether for taxable periods ending prior to or after the Issue Date.
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Highest Member Tax Amount is, with respect to the Member receiving the greatest proportionate allocation (based on such Member’s Total Percentage Interest) of estimated net taxable income pursuant to Section 5.06 of this Agreement in the taxable year (or portion thereof) and any “guaranteed payment” within the meaning of Section 707(c) of the Code to which the distribution relates (such Member, the “Highest Tax Member”), an amount, as reasonably determined by the Managing Member in accordance herewith, equal to the product of (i) the estimated aggregate taxable income allocated to the Highest Tax Member, calculated by excluding the tax consequences resulting from any adjustment pursuant to Section 743(b) of the Code, (X) including any allocation of income pursuant to Section 704(c) of the Code and the Treasury Regulations promulgated thereunder in such applicable taxable year (or portion thereof), (Y) presuming all available foreign tax credits and research and development credits will be taken as deductions and (Z) taking into account all items of loss, deduction, expense and any other Tax items which have the effect of reducing Taxes payable, including the utilization of any excess business interest expense under Code Section 163(j), previously allocated to such Member for any taxable year (or portion thereof) that begins after the Effective Date to the extent not previously taken into account for purposes of determining the Tax Amount for a taxable year (or portion thereof), multiplied by (ii) the Assumed Tax Rate. For purposes of Tax Distributions, any Class C Units held by a Member shall only be entitled to an annual Tax Distribution hereunder in an amount equal to the amount of taxable income allocated to the holders thereof for the relevant taxable year (less any losses allocated thereto in a prior taxable year and not previously taken into account hereunder) multiplied by the Assumed Tax Rate. In the event that the Available Cash for any Tax Distribution to be made hereunder is insufficient to pay the full amount of the Tax Distribution that would otherwise be required under this Section 4.01(c) (such shortfall, a “Shortfall Amount”), then the amount of Available Cash shall be distributed to the Members under this Section 4.01(c) on a pro rata basis (in the same proportions that would have been distributed to each Member pursuant to this Section 4.01(c) if Available Cash had existed in a sufficient amount to make such Tax Distribution in full). The Managing Member shall in ...
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Highest Member Tax Amount is, with respect to the Member receiving the greatest allocation of estimated net taxable income pursuant to Section 5.2 of this Agreement relative to its Percentage Interest for such Estimated Tax Period or such Fiscal Year, as applicable, (x) the estimated aggregate taxable income of the Company allocated to such Member for such Estimated Tax Period or such Fiscal Year, as applicable, (for the avoidance of doubt, excluding any adjustments under Section 743(b) of the Code), multiplied by (y) an assumed tax rate equal to the highest maximum combined marginal federal, state and local income tax rates applicable to an individual or corporate taxpayer resident in New York, NY (not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes).
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Highest Member Tax Amount means the Member receiving the greatest proportionate allocation of taxable income attributable to its ownership of the Company in the applicable tax period (or portion thereof) (including as a result of the application of Section 704(c) of the Code or otherwise), and calculated by multiplying (x) the aggregate taxable income allocated to such Member (excluding the tax consequences resulting from any adjustment under Sections 743(b) and 734(b) of the Code in such applicable taxable period (or portion thereof), by (y) the Tax Rate. “Holder” means any Member holding Class B Common Units and shares of Class B Common Stock, in its capacity as such, other than the Corporation. “Holdings” has the meaning set forth in the recitals to this Agreement. “Imputed Underpayment Amount” has the meaning set forth in Section 9.01(b). “Indemnified Person” has the meaning set forth in Section 6.09(a). “Investment Company Act” means the U.S. Investment Company Act of 1940, as amended from time to time. “Joinder” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement. “Law” means all laws, statutes, ordinances, rules and regulations of the United States, any foreign country and each state, commonwealth, city, county, municipality, regulatory or self-regulatory body, agency or other political subdivision thereof. “Majority Members” means the Members (which, for the avoidance of doubt, may include the entity that is also the Manager in its capacity as a Member) holding a majority of the Voting Units then outstanding. “Manager” means the Corporation as the sole “manager” of the Company, and includes any successor thereto designated pursuant to Section 6.04, in its capacity as a manager of the Company. The Manager shall be, and hereby is, designated as a “manager” within the meaning of Section 18-101(10) of the Delaware Act. “Member” means, as of any date of determination, (a) each Person admitted as a member of the Company pursuant to Section 3.01 and (b) any Person admitted to the Company as a Substituted Member or Additional Member in accordance with Article XII, in each case, in such Person’s capacity as a member of the Company and only so long as such Person is shown on the Company’s books and records, including the Schedule of Members, as the owner of one or more Units.
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Highest Member Tax Amount. “Tax Distribution” means a distribution made by the Company pursuant to Section 4.01(e)(i), Section 4.01(e)(ii) or Section 4.01(e)(iv) or a distribution made by the Company pursuant to another provision of Section 4.01 but designated as a Tax Distribution pursuant to Section 4.01(e)(iii) or a distribution made by the Company pursuant to Section 17.03(f) or Section 18.03(f). “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:
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Highest Member Tax Amount is, with respect to the Member receiving the greatest proportionate allocation (based on such Member’s Total Percentage Interest) of estimated net taxable income pursuant to Section 5.06 of this Agreement in the taxable year (or portion thereof) to which the distribution relates (such Member, the “Highest Tax Member”), an amount equal to the product of (A) the estimated aggregate taxable income allocated to the Highest Tax Member, calculated by excluding the tax consequences resulting from any adjustment pursuant to Section 743(b) of the Code, including any allocation of income pursuant to Section 704(c) of the Code and the Treasury Regulations promulgated thereunder in such applicable taxable year (or portion thereof) and presuming all available foreign tax credits and research and development credits will be taken as deductions, multiplied by (B) the Assumed Tax Rate. For the avoidance of doubt, distributions made under this Section 4.01(c) shall be made pro rata to each Member in proportion to its Total Percentage Interest; for example, assuming no prior distributions have been made, if the Highest Member Tax Amount is $100, the Company has two Members, and the Highest Tax Member has a 40% Total Percentage Interest and the other Member has a 60% Total Percentage Interest at the time of the Tax Distribution, then the Tax Amount is $250 and the Highest Tax Member would receive a distribution of $100 and the other Member would receive a distribution of $150 pursuant to this Section 4.01(c), notwithstanding that certain Members may be subject to different actual tax rates or be allocated different amounts of taxable income. In the event that the Available Cash for any Tax Distribution to be made hereunder is insufficient to pay the full amount of the Tax Distribution that would otherwise be required under this Section 4.01(c) (a “Shortfall Amount”), then the amount of Available Cash shall be distributed to the Members on a pro rata basis (according to the amounts that would have been distributed to each Member pursuant to this Section 4.01(c) if Available Cash had existed in a sufficient amount to make such Tax Distribution in full). The Managing Member shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between such estimated quarterly Tax Distributions and the Tax Distributions that would have been computed under this Section 4.01(c) based on subsequent tax information and to take into account any Shortfall Amount....
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Related to Highest Member Tax Amount

  • 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.

  • 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.

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

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

  • Net After-Tax Basis means, with respect to the Payments, either with or without reduction under subsection (a) (as applicable), the amount that would be retained by the Executive from such Payments after the payment of all Taxes.

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

  • Net After-Tax Receipt means the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s).

  • After-Tax Basis means, with respect to any payment to be received, the amount of such payment increased so that, after deduction of the amount of all taxes required to be paid by the recipient calculated at the then maximum marginal rates generally applicable to Persons of the same type as the recipients with respect to the receipt by the recipient of such amounts (less any tax savings realized as a result of the payment of the indemnified amount), such increased payment (as so reduced) is equal to the payment otherwise required to be made.

  • 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).

  • After-Tax Account means a Participant’s account to which are credited After-Tax Contributions, if any, and earnings and losses thereon.

  • maximum council tax reduction amount means the amount determined in accordance with paragraph 29;

  • 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:

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

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

  • Remaining Net Positive Adjustments means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units or Subordinated Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Units), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General Partner Units for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

  • Aggregate Remaining Net Positive Adjustments means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the Partners.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Effective tax rate means the rate that will produce last year’s total tax levy (adjusted) from this year’s total taxable values (adjusted). “Adjusted” means lost values are not included in the calculation of last year’s taxes and new values are not included in this year’s taxable values.

  • Net Positive Adjustments means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

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

  • Partner Nonrecourse Deductions has the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership taxable year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

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

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Member Nonrecourse Deductions has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).