Permitted Quarterly Tax Distributions means quarterly distributions of Tax Amounts determined on the basis of the estimated taxable income of the Company or Venetian, as the case may be (in each case, including any such taxable income attributable to such entity's ownership of interest in any other pass-through entity for Federal income tax purposes) (except that if all or any portion of the Completion Guaranty Loan or the Substitute Tranche B Loan is outstanding and held by the Sole Stockholder or a Related Party and is not paying current cash interest, then such estimated taxable income shall be determined without giving effect to any non-cash interest payments on such loans held by the Sole Stockholder or the Related Parties to the extent such non-cash interest is deductible), for the related Estimation Period, as in a statement filed with the Senior Subordinated Note Trustee, provided; however, that (A) prior to any distributions of Tax Amounts the Issuers shall deliver an officers' certificate to the effect that, in the case of distributions to be made by Venetian, Venetian qualifies as a partnership or a substantially similarly treated pass-through entity for federal income tax purposes or that, in the case of distributions to be made by the Company, the Company qualifies as a Subchapter S corporation under the Code or a substantially similarly treated pass-through entity for federal income tax purposes, as the case may be, and (B) at the time of such distributions, the most recent audited financial statements of the Company reflect that the Company was treated as a Subchapter S corporation under the Code or a substantially similarly treated pass-through entity for federal income tax purposes and Venetian was treated as a partnership or substantially similarly treated pass-through entity for Federal income tax purposes for the period covered by such financial statements; provided, further, that, for an Estimation Period that includes a True-up Determination Date, (A) if the True-up Amount is due to the members or shareholders, as the case may be, the Permitted Quarterly Tax Distribution payable by the Company or Venetian, as the case may be, for the Estimation Period shall be increased by such True-up Amount, and (B) if the True-up Amount is due to the Company or Venetian, the Permitted Quarterly Tax Distribution payable by the Company or Venetian, as the case may be, for the Estimation Period shall be reduced by such True-up Amount and the excess, if any, of the True-up Amount over such...
Permitted Quarterly Tax Distributions means quarterly distributions of Tax Amounts determined on the basis of the estimated taxable income of the Company, for the related Estimation Period, as determined by the Tax Amounts CPA in a statement filed with the Trustee; provided, however, that (a) prior to any distributions of Tax Amounts, the Company shall deliver an Officers' Certificate stating that the Company qualifies as a partnership or substantially similar pass-through entity for federal income tax purposes and (b) at the time of such distributions, the most recent audited financial statements of the Company reflect that the Company was treated as a partnership or substantially similar pass-through entity for federal income tax purposes for the period covered by such financial statements.
Permitted Quarterly Tax Distributions means, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, quarterly distributions of Tax Amounts made on the Quarterly Payment Date determined on the basis of the estimated taxable income of the Parent (including any such taxable income attributable to the Parent’s ownership of an interest in any other pass-through entity for federal income tax purposes) for the related Estimation Period, as set forth in a statement filed with the Indenture Trustee; provided, however, that (1) prior to any distributions of Tax Amounts, the Parent shall deliver to Agent certificate to the effect that the Parent qualifies as a qualified Subchapter S Subsidiary under the IRC or a substantially similarly treated pass-through entity for federal income tax purposes and (2) at the time of such distributions, the most recent audited financial statements of the Parent reflect that the Parent was treated as a qualified Subchapter S subsidiary under the IRC or a substantially similarly treated pass-through entity for federal income tax purposes; provided further, however, that for an Estimation Period that includes a True-Up Determination Date, (1) if the True-Up Amount is due to the Stock holders, the Permitted Quarterly Tax Distribution payable by the Parent for the Estimation Period shall be increased by such True-Up Amount, and (2) if the True-Up Amount is due to the Parent, the Permitted Quarterly Tax Distribution payable by the Parent for the Estimation Period shall be reduced by such True-Up Amount and the excess, if any, of the True-Up Amount over such Permitted Quarterly Tax Distribution shall be applied to reduce the immediately following Permitted Quarterly Tax Distribution(s) until such True-Up Amount is entirely offset. The amount of Permitted Quarterly Tax Distributions relating to an Estimation Period including a True-Up Determination Date shall be determined by a Tax Amounts CPA, and the amount of Permitted Quarterly Tax Distributions relating to all other Estimation Periods shall be determined in good faith by the Parent. If any portion of a Permitted Quarterly Tax Distribution is not distributed on the corresponding Quarterly Payment Date, the Permitted Quarterly Tax Distribution payable on the immediately following Quarterly Payment Date shall be increased by such undistributed portion.
Examples of Permitted Quarterly Tax Distributions in a sentence
In the case of a True-up Amount due to the Company, the Permitted Quarterly Tax Distribution payable during the immediately following Quarterly Payment Period shall be reduced by such True-up Amount and the excess, if any, of the True-up Amount over such Permitted Quarterly Tax Distribution shall be applied to reduce the immediately following Permitted Quarterly Tax Distributions until such True-up Amount is entirely offset.
Notwithstanding the foregoing, any dividends or distributions from New Mall Subsidiary, Mall Subsidiary, Mall Direct Holdings, New Mall Manager or Mall Manager which are applied by Borrowers within 15 days of receipt to fund Permitted Quarterly Tax Distributions need not be applied to prepay the Loans or to reduce Commitments, but such exclusion shall not reduce the amounts otherwise required to be applied to prepay Loans and/or reduce Commitments as provided above.
Notwithstanding the foregoing, any dividends or distributions from Mall Subsidiary, Mall Direct Holdings or Mall Manager which are applied by Borrowers within 15 days of receipt to fund Permitted Quarterly Tax Distributions need not be applied to prepay the Loans or to reduce Commitments, but such exclusion shall not reduce the amounts otherwise required to be applied to prepay Loans and/or reduce Commitments as provided above.
In the case of a True-Up Amount due to the Company, the Permitted Quarterly Tax Distribution payable during the immediately following Quarterly Payment Period shall be reduced by such TrueUp Amount and the excess, if any, of the True-Up Amount over such Permitted Quarterly Tax Distribution shall be applied to reduce the immediately following Permitted Quarterly Tax Distributions until such True-Up Amount is entirely offset.
For all purposes of this Agreement, the determination of Permitted Quarterly Tax Distributions and True-Up Amounts shall be made on the same basis, including the same accounting and tax principles, as the basis on which such determinations were made prior to the date hereof.
More Definitions of Permitted Quarterly Tax Distributions
Permitted Quarterly Tax Distributions means quarterly distributions of Tax Amounts determined on the basis of the estimated taxable income of the Company, for the related Estimation Period, provided, however, that (A) prior to any distributions of Tax Amounts, the Company shall deliver to the Trustee an officer's certificate certifying that the Tax Amounts to be distributed were determined in accordance with the terms hereof and stating to the effect that the Company qualifies as an S corporation or substantially similar pass-through entity for federal income tax purposes and (B) at the time of such distributions, the most recent audited financial statements of the Company reflect that the Company was treated as an S corporation or substantially similar pass-through entity for federal income tax purposes for the period covered by such financial statements.
Permitted Quarterly Tax Distributions means quarterly distributions of Tax Amounts determined on the basis of the annualized estimated taxable income of the Borrower and its consolidated Subsidiaries for the related Estimation Period, but not less than the minimum amount, based upon the prior tax year's tax liability (taking into account only tax items attributable to the Borrower) required to avoid any underpayment penalties or interest, provided, however, that (A) prior to any distributions of Tax Amounts the Borrower shall deliver an officers' certificate certifying that the Tax Amounts to be distributed were determined pursuant to the terms of this Agreement and stating to the effect that the Borrower is disregarded or is treated as a pass-through entity for Federal income tax purposes and whether or not the Parent is a pass-through entity for the relevant period and (B) at the time of such distributions, the most recent audited financial statements of the Borrower reflect that the Borrower was disregarded or treated as a pass-through entity for Federal income tax purposes for the period covered by such financial statements.
Permitted Quarterly Tax Distributions means quarterly distributions of Tax Amounts determined on the basis of the estimated taxable income of the Company, for the related Estimation Period, as determined by the Tax Amounts CPA in a statement filed with the Trustee; provided, however, that prior to any distributions of Tax Amounts the Company shall deliver to the Trustee an Officers' Certificate stating to the effect that the Company qualifies as a partnership or substantially similar pass-through entity for Federal income tax purposes for the period covered by such financial statements.
Permitted Quarterly Tax Distributions means quarterly distributions of Tax Amounts determined on the basis of the annualized estimated taxable income of the Company and its consolidated Subsidiaries for the related Estimation Period, but not less than the minimum amount, based upon the prior tax year's tax liability (taking into account only tax items attributable to the Company) required to avoid any underpayment penalties or interest; provided, however, that (A) prior to any distributions of Tax Amounts the Company shall deliver an Officers' Certificate certifying that the Tax Amounts to be distributed were determined pursuant to the terms of the Indenture and stating to the effect that the Company is disregarded or is treated as a pass-through entity for Federal income tax purposes and whether or not the Parent is a pass-through entity for the relevant period and (B) at the same time of such distributions, the most recent audited financial statements of the Company reflect that the Company was disregarded or treated as a pass-through entity for Federal income tax purposes for the period covered by such financial statements.
Permitted Quarterly Tax Distributions means quarterly distributions of Tax Amounts determined on the basis of the estimated taxable income of Texas Genco LLC (in each case, including any such taxable income attributable to Texas Genco LLC’s ownership of interest in any other pass-through entity for Federal income tax purposes), for the related Estimation Period, as in a statement filed with the trustee; provided, however, that, for an Estimation Period that includes a True-up Determination Date, (1) if a True-Up Amount is due to the members, the Permitted Quarterly Tax Distribution payable by Texas Genco LLC for such Estimation Period shall be increased by such True-up Amount, and (2) if a True-up Amount is due to Texas Genco LLC, the Permitted Quarterly Tax Distribution payable by Texas Genco LLC for such Estimation Period shall be reduced by such True-up Amount and the excess, if any, of such True-up Amount over such Permitted Quarterly Tax Distribution shall be applied to reduce the immediately following Permitted Quarterly Tax Distribution(s) until such True-up Amount is entirely offset. The amount of Permitted Quarterly Tax Distribution relating to an Estimation Period including a True-up Determination Date shall be determined by a Tax Amounts CPA, and the amount of Permitted Quarterly Tax Distribution relating to all other Estimation Periods shall be determined by Texas Genco LLC.
Permitted Quarterly Tax Distributions means quarterly distributions of Tax Amounts determined for the related Estimation Period on the basis of the annualized estimated taxable income of the Borrower and its Tax Consolidated Subsidiaries, but not less than the minimum amount, based upon the prior tax year's tax liability (taking into account only tax items attributable to the Borrower) required to avoid any underpayment penalties or interest; provided, however, that (a) prior to any distributions of Tax Amounts the Borrower shall deliver an officers' certificate certifying that the Tax Amounts to be distributed were determined pursuant to the terms of this Agreement and stating that the Borrower is disregarded or is treated as a pass-through entity for Federal income tax purposes and (b) at the time of such distributions, the most recent audited financial statements of the Borrower reflect that the Borrower was disregarded or treated as a pass-through entity for Federal income tax purposes for the period covered by such financial statements.
Permitted Quarterly Tax Distributions means quarterly distribution of Tax Amounts determined on the basis of the estimated taxable income of the Company, for the related Estimation Period, provided, however, that: (A) prior to any distributions of Tax Amounts the Company shall deliver an officers' certificate certifying that the Tax Amounts to be distributed were determined pursuant to the terms of this Agreement, containing a comparison of such distribution of Tax Amounts to the projections of such distributions supplied by the Company to the Agent and explaining the reasons for any differences, and stating to the effect that the Company qualifies as an S-Corporation or substantially similar pass-through entity for Federal Income tax purposes and (B) at the time of such distributions, the most recent audited financial statements of the Company reflect that the Company was treated as an S-Corporation or substantially similar pass-through entity for Federal income tax purposes for the period covered by such financial statements.