Holdings Group Federal Income Tax Liability definition

Holdings Group Federal Income Tax Liability means, with respect to any taxable period, the Holdings Group's liability for Federal Income Taxes as determined under Section 4.2 of this Agreement.
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Holdings Group Federal Income Tax Liability means, with respect to any taxable period, the Holdings Group's liability for Federal Income Taxes as determined under Section 4.2 of this Agreement. "Holdings Group Taxpayer" means (i) Holdings and any member of the Holdings Group, (ii) any entity that ceases to be a Holdings Group Taxpayer other than in a taxable sale of 100% of the stock (or other ownership interests) of such entity and any affiliated group of corporations as defined in Section 1504(a) of the Code (or similar group of entities as defined under corresponding provisions of the laws of other jurisdictions) of which any such entity is or becomes a member, (iii) any entity to which assets of a Holdings Group Taxpayer are transferred (other than entities that acquire assets in a transaction in which all gain or loss is recognized or a transaction to which section 1031 of the Code applies), and (iv) any entity with which a Holdings Group Taxpayer engages in a merger, consolidation or similar combination (unless such merger, consolidation or combination is a transaction in which all gain or loss is recognized).
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Examples of Holdings Group Federal Income Tax Liability in a sentence

  • Not later than ninety (90) days following the date on which the related Consolidated Return or Combined Return, as the case may be, is filed with the appropriate Tax Authority, CEI shall prepare and deliver to Holdings pro forma Tax Returns calculating the Holdings Group Federal Income Tax Liability or the Holdings Group Combined Tax Liability which is attributable to the period covered by such filed Tax Return.

  • For each taxable year, or portion thereof, ending prior to the Deconsolidation Year and beginning on or after the Effective Date, the Holdings Group shall be liable to CEI for an amount equal to the Holdings Group Federal Income Tax Liability and the Holdings Group Combined Tax Liability to the extent such liabilities are paid by CEI.

  • If the Holdings Group incurs a pro forma Holdings Group Federal Income Tax Liability (as determined under this Article III), Holdings shall pay to CEI, if CEI in its sole discretion demands such payment, an amount equal to such Tax liability.

  • For the Deconsolidation Year, in the event of a change in the treatment of any Tax Item of any member of the Consolidated Group or a Combined Group as a result of a Final Determination, CEI shall calculate the change to the Holdings Group Federal Income Tax Liability or Holdings Group Combined Tax Liability (including any adjustment to the Deemed NOL Amount).

  • For the Deconsolidation Year, Holdings will pay CEI (a) the pro forma Holdings Group Federal Income Tax Liability and (b) the pro forma Holdings Group Combined Tax Liability reduced by any payments received by CEI pursuant to the State Tax Sharing Agreements, within sixty (60) days following the delivery to Holdings by CEI of a Holdings Group Pro Forma Consolidated Tax Return or a Holdings Group Pro Forma Combined Return, as the case may be.

  • For any taxable year ending prior to the Deconsolidation Year and beginning on or after the Effective Date, in the event of a change in the treatment of any Tax Item of any member of the Consolidated Group or a Combined Group as a result of a Final Determination, CEI shall calculate the change to the Holdings Group Federal Income Tax Liability or the Holdings Group Combined Tax Liability (including any adjustment to the Deemed NOL Amount).

  • For the Deconsolidation Year, the Holdings Group shall be liable to CEI for an amount equal to the Holdings Group Federal Income Tax Liability and the Holdings Group Combined Tax Liability to the extent such liability was paid by CEI.

  • Not later than ninety (90) days following the date on which the related Consolidated Return or Combined Return, as the case may be, is filed with the appropriate Tax Authority, CEI shall prepare and deliver to Holdings pro forma Tax Returns calculating the Holdings Group Federal Income Tax Liability or the Holdings Group Combined Tax Liability, which is attributable to the period covered by such filed Tax Return.

Related to Holdings Group Federal Income Tax Liability

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

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

  • Federal Income Tax means any Tax imposed by Subtitle A or F of the Code.

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

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • 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.

  • 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.

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • 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.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Income Tax Act means the Income Tax Act, 1962 (Act No. 58 of 1962);

  • Taxable income means, in the case of an individual, federal adjusted gross income determined without regard to 26 U.S.C. § 168(k) and:

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

  • Tax Liabilities means all liabilities for Taxes.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

  • 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.

  • Tax Group has the meaning set forth in Section 7.06(h)(iii).

  • Income Tax means any federal, state, local or foreign Tax (a) based upon, measured by or calculated with respect to net income, profits or receipts (including, without limitation, capital gains Taxes and minimum Taxes) or (b) based upon, measured by or calculated with respect to multiple bases (including, without limitation, corporate franchise taxes) if one or more of the bases on which such Tax may be based, measured by or calculated with respect to, is described in clause (a), in each case together with any interest, penalties, or additions to such Tax.

  • Controlled Group Liability means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

  • State Income Tax means any Tax imposed by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, or any city or municipality located therein, which is imposed on or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • 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).

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

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

  • Non-Income Tax means any Tax other than an Income Tax.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.