Hypothetical Tax Amount definition
Hypothetical Tax Amount means, with respect to each Member, an amount equal to the product of (i) the combined maximum marginal prevailing federal and highest state and local income tax rates applicable to such Member (taking into account the deductibility of state and local taxes and the character of income and loss allocated as it effects the applicable tax rate for a taxable year), and (ii) the net amount of cumulative Net Profits and other items of tax gain and income, net of Net Losses and other items of tax loss and deduction, allocated to such Member (or such Member’s predecessor in interest) for tax purposes since inception of the Company through the end of the applicable Fiscal Year (excluding all allocations under Section 704(c) of the Code). If the Hypothetical Tax Amount for a Member as of the end of a taxable year is negative, such amount shall be treated as being zero.
Hypothetical Tax Amount means, with respect to each Member, an amount equal to the product of (i) the combined maximum prevailing federal and highest state and local income tax rates applicable to any Member (taking into account the deductibility of state and local tax rates and the character of income and loss allocated as it effects the applicable tax rate), and (ii) the net amount of cumulative Profits (net of Losses) allocated to such Member (or the Member’s predecessor in interest) for tax purposes since inception of Company through the end of the applicable Tax Allocation Period.
Hypothetical Tax Amount means, with respect to each Member and each Quarter, an amount equal to the product of (a) the maximum prevailing federal and highest state and local income tax rates applicable to the Initial Class C Member (including the effect of the tax on Net Investment Income as defined in Section 1411 of the Code, and taking into account the deductibility of state and local taxes for federal income tax purposes and the character of income and loss allocated as it affects the applicable tax rate), and (b) the net amount of cumulative income and gain, less losses, deductions and credits, allocated or estimated by the Company to be allocable to such Member (or the Member’s predecessor in interest) for federal income tax purposes in the applicable allocation year, but specifically excluding (i) allocations under Section 704(c) of the Code or the Treasury Regulations thereunder in respect of any Adjustment Event occurring prior to the date of this Agreement or in connection with the admission of the Class C Member or Class D Member pursuant to this Agreement and (ii) the amount of income or gain recognizable by the Class D Member resulting from the transactions contemplated by the Holdings LP Contribution Agreement.
More Definitions of Hypothetical Tax Amount
Hypothetical Tax Amount means, with respect to each Member, an amount equal to the product of (a) the amount of such Member’s Allocated Income, multiplied by (b) the Tax Rate. The Management Committee shall use the information reasonably available to it at the time in calculating the Hypothetical Tax Amount for each Member. Any distributions to a Member under this Section 5.08 shall be treated as a preliminary distribution of future amounts due to such Member under Section 5.01 and any future distributions due to such Member under Section 5.01, including distributions in liquidation pursuant to Section 12.02, shall be adjusted so that aggregate distributions are according to Section 5.01 priorities. In the event that, at the time of liquidation of the Company distributions under this Section 5.08 have not been fully recouped against amounts distributable under Section 5.01 and Section 12.02, the Member who received such excess distributions shall be obligated to recontribute the amount of such excess to the Company in connection with the dissolution of the Company.
Hypothetical Tax Amount has the meaning specified in Section 6.2.
Hypothetical Tax Amount means, with respect to each Member and each Quarter, an amount equal to the product of (i) the maximum prevailing federal and highest state and local income tax rates applicable to the Initial Class C Member (including the effect of the tax on Net Investment Income as defined in Section 1411 of the Code, and taking into account the deductibility of state and local taxes for federal income tax purposes and the character of income and loss allocated as it affects the applicable tax rate), and (ii) the net amount of cumulative income and gain, less losses, deductions and credits, allocated or estimated by the Company to be allocable to such Member (or the Member’s predecessor in interest) for federal income tax purposes in the applicable Allocation Year, but specifically excluding allocations under Section 704(c) of the Code or the Treasury regulations thereunder in respect of any Adjustment Event occurring prior to the date of this Agreement or in connection with the admission of the Class C Member pursuant to this Agreement.
Hypothetical Tax Amount has the meaning set forth in Section 5.08. Indebtedness – means any amount (absolute or contingent) payable by the Company as debtor, borrower, issuer, guarantor or otherwise, pursuant to (a) an agreement or instrument involving or evidencing money borrowed, the advance of credit, a conditional sale or a transfer with recourse or with an obligation to repurchase; (b) indebtedness of a third party guaranteed by or secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on assets owned or acquired by the Company, whether or not the indebtedness secured thereby has been assumed; (c) purchase-money indebtedness and capital lease obligations; (d) an interest rate protection agreement, foreign currency exchange agreement or other hedging arrangement; or (e) a letter of credit issued for the account of the Company.
Hypothetical Tax Amount means, with respect to each Member for any calendar year, an amount equal to (a) the cumulative amount of U.S. federal, state, and local income taxes that the Board estimates would be due from such Member for such calendar year and all prior calendar years, assuming such Member were an individual subject to federal, state and local income tax at the highest combined marginal tax rate for an individual residing in New York, New York who earned solely the items of income, gain, deduction, loss, and/or credit allocated to or otherwise required to be taken into account by such Member pursuant to Section 3.04 and after taking proper account of loss carryforwards available to individual taxpayers resulting from losses allocated to such Member with respect to its interest in the Company, to the extent not taken into account in prior calendar years, and such other reasonable assumptions as the Board determines, reduced by (b) all distributions previously made to such Member pursuant to Section 3.01(a).
Hypothetical Tax Amount means with respect to any Member and quarter, an amount equal to the product of (i) the combined maximum prevailing federal and highest state and local income tax rates for such quarter applicable to any Member for individuals (taking into account the deductibility of state and local taxes and the character of income and loss allocated as it effects the applicable tax rate) times (ii) the cumulative sum of income and losses allocated for tax purposes since inception of the Company with respect to the Units of such Member (or his predecessor interest holder) pursuant to this Agreement. Any distribution under this Section 6.2 shall be treated as advances and will be taken into account in determining subsequent distributions under Section 6.1 so that each Member receives the same aggregate distributions it would have received thereunder if this Section 6.2 were not contained in this Agreement.