Pass-Through Tax Return definition
Pass-Through Tax Return means a Tax Return that reports taxable income with respect to the Group Companies but with respect to which the direct or indirect beneficial owner or owners of the Group Companies are required to pay the related Tax.
Pass-Through Tax Return means any Tax Return for income Taxes filed by or with respect to the Operating Partnerships for any tax periods that end on or before (or include) the Closing Date to the extent that the items reflected on such Tax Return are required to be reported on the income Tax Returns of the partners of the Operating Partnerships (including, for the avoidance of doubt, IRS Form 1065 and Schedule K-1).
Pass-Through Tax Return means any Tax Return of (i) any Transferred Entities that is treated as a pass-through entity for purposes of such Tax Return and (ii) the results of operations reflected on such Tax Return are also reflected on the Tax Returns of the equity owners of such entity.
Examples of Pass-Through Tax Return in a sentence
With respect to any Pass-Through Tax Return for a tax period that includes the Closing Date, an election shall be made pursuant to Section 754 of the Code if such an election is not already in effect.
More Definitions of Pass-Through Tax Return
Pass-Through Tax Return means any income Tax Return filed by or with respect to the Company or any of its Subsidiaries to the extent that (i) the Company or any of its Subsidiaries is treated as a pass-through or disregarded entity for purposes of such Tax Return and (ii) the results of operations reflected on such Tax Returns are also reflected on the Tax Returns of the Seller, the Parent or any direct or indirect owners of Seller or Parent.
Pass-Through Tax Return means any partnership income Tax Return filed by the Company with respect to a Tax period ending on or prior to the Closing Date to the extent that all Taxes reflected on such Tax Return are solely a liability of the Sellers.
Pass-Through Tax Return means any Tax Return for income Taxes with respect to the Company if Seller (or any direct or indirect owner of Seller) would be liable as a matter of law for such income Taxes, and shall include, for the avoidance of doubt, Internal Revenue Service Form 1065 and any similar or analogous state or local form of the Company.
Pass-Through Tax Return means any U.S. federal income Tax Return and any state or local income, franchise or similar Tax Return prepared on a “pass-through” basis, in each case, of the Company related to Pass-Through Income Taxes imposed on a Seller (or any of its direct or indirect owners). “Payoff Letters and Releases” means (i) payoff letters in respect of any Indebtedness being repaid as of the Closing Date (together with pay-off instructions for making such repayments on the Closing Date) and (ii) termination documents necessary or desirable to effectuate, or to reflect in public record, the release and discharge of (x) any Encumbrances on the Purchased Equity, (y) any Encumbrances on the Assets of the Company or the Transferred Assets, and (z) any guarantees or other obligations of the Company, in each case in connection with any Indebtedness of the Company or indebtedness of the Seller in existence on the Closing Date, including appropriate UCC termination statements, in each case, from the holder of such indebtedness or administrative agent or other similar agents, as applicable, in each case, which documents shall provide for the automatic release and discharge of all such Encumbrances, guarantees and obligations automatically upon consummation of the Closing, and which shall be otherwise in form and substance reasonably satisfactory to Purchaser. “Peg Net Working Capital” means $47,500,000. “Permit” means any permit, license, certificate, franchise, permission, clearance, registration, qualification or other authorization issued, granted, given or otherwise Made Available by or under the authority of any Governmental Authority and applications therefor and renewals thereof, including, without limitation, any professional engineering licenses required for the operation of the Business by Law or Contract. “Permitted Encumbrances” means (a) (i) statutory Encumbrances for Taxes, assessments or governmental charges or levies on property not yet delinquent or the validity of which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, carriers’, workmen’s, repairmen’s and other like statutory Encumbrances arising or incurred in the Ordinary Course of Business which are not yet delinquent and for which adequate reserves have been established in accordance with GAAP and (iii) Encumbrances arising under equipment leases with third parties entered into in the Ordinary Course of B...
Pass-Through Tax Return means any income Tax Return filed by or with respect to Panadero Aggregates or any of its Subsidiaries to the extent that (a) Panadero Aggregates or any of its Subsidiaries are treated as a pass-through entity for purposes of such Tax Return and (b) the results of operations reflected on such Tax Returns are also reflected on the Tax Returns of any Seller or the direct or indirect owner of any Seller.
Pass-Through Tax Return means any U.S. federal, state or local income Tax Return filed by, or with respect to, the Acquired Companies to the extent that each Acquired Company is treated as an “S corporation” within the meaning of Sections 1361 and 1362 of the Code for the purposes of such income Tax Return.
Pass-Through Tax Return means any Tax Return of any Target Group Member in respect of which items of income, gain, loss deduction or credit are passed through, directly or indirectly, to the Holders or their direct or indirect owners under applicable Law.