Permitted Tax Payment. (i) income taxes, franchise taxes, gross receipts taxes, withholding taxes and other similar taxes and governmental charges (including estimated installments thereof), in each case calculated with respect to the taxable income, assets, capital or other relevant characteristics of the Qualified Parent Companies, the Borrower and its Subsidiaries, or any portion thereof (such taxable income, assets or other relevant characteristics, the “Tax Calculation Base”), (ii) any penalties, interest and additions to tax with respect to amounts described in clause (i), and (iii) any obligation of the Borrower, any Subsidiary or any Qualified Parent Company to pay or distribute an amount determined by reference to the Tax Calculation Base or any amount described in clause (ii), in each case as determined by the Borrower in good faith.
Permitted Tax Payment means (for any taxable year of the Company in which it joins in filing a consolidated federal income tax return with JCC Holding) a payment (including any estimated tax payment based on any estimated tax liability for such year) by the Company to JCC Holding in an amount not in excess of the lesser of (i) the separate return federal income tax liability (if any) of the affiliated group (within the meaning of Section 1504 of the Code) of which the Company would be the parent (the "JCC Group") if it were not a member of another affiliated group for that or any other taxable year, and (ii) the product of (A) the actual tax liability (if any) of the affiliated group of which the Company is actually a member (the "Guarantor Group") for such year and (B) a fraction, (1) the numerator of which is an amount equal to the federal taxable income of the Company and its Subsidiaries, computed on a hypothetical consolidated federal income tax basis as if the Company and each of its Subsidiaries filed a separate consolidated federal income tax return, with the Company as common parent of such affiliated group and where the Subsidiaries were not members of another affiliated group for that or any other taxable year and (2) the denominator of which is the sum of the amount calculated in (1) above, plus the positive separate federal taxable income of each member of the Guarantor Group other than the Company and its Subsidiaries; provided, that such payment can be made by the Company no earlier than two Business Days prior to the date on which the Guarantor Group is required to make federal income tax payments for such year to the Internal Revenue Service. In the event that JCC Holding and any member of the JCC Group join in filing any com- bined or consolidated (or similar) state or local income or franchise tax returns, then Permitted Tax Payment shall include payments with respect to such state or local income or franchise taxes determined in a manner as similar as possible to that provided in the preceding sentence for federal income taxes.
Permitted Tax Payment means, with respect to the Borrower and its Subsidiaries, without duplication as to amounts, (a) any payment of United States Federal, state, local or foreign taxes required to be paid by the Borrower or its Subsidiaries and (b) any payments required by any tax allocation or similar agreements existing as of the Original Effective Date or any amendment or modification thereto, so long as such amendment, modification or waiver (i) does not result in such tax allocation or similar agreement requiring payments of the Borrower and its Subsidiaries in excess of United States Federal, state, local or foreign taxes attributable to the Borrower and its Subsidiaries or (ii) would otherwise cause a Material Adverse Effect.
Examples of Permitted Tax Payment in a sentence
Notwithstanding the foregoing, no Permitted Tax Payment shall be permitted if (x) a Default or Event of Default exists or would result therefrom or (y) the obligations with respect to any such Permitted Tax Payments are not subordinated in right of payment to the obligations of the Company under the Notes.
Notwithstanding the foregoing, no distribution shall qualify as a Permitted Tax Payment if a Default or Event of Default exists or would result therefrom.
More Definitions of Permitted Tax Payment
Permitted Tax Payment means the payment of any dividend or distribution to Holdings in an amount not to exceed the combined federal, state and local income tax liabilities of Holdings attributable to net taxable income of the Borrower and its Subsidiaries to the extent such income is included in a consolidated, combined or similar return of Holdings. Each tax distribution shall be calculated and distributed so that Holdings shall receive a tax distribution sufficient to pay the income taxes required to be paid (after giving effect to any income tax credits, losses carried forward, or similar reductions to income taxes due) in respect of the relevant period.
Permitted Tax Payment means for any taxable year of the Company in which it joins in filing a consolidated federal income tax return with Holdings, a payment by the Company to Holdings in an amount not in excess of the amount required to be paid by the Company under the Tax Sharing Agreement, dated as of November 1, 1989, between Holdings and the Company, as in effect on the Closing Date, as amended solely to reflect the creation, acquisition or disposition of Subsidiaries of Holdings permitted hereunder and the mergers involving Holdings and the Company effected in July 1994; provided that within 20 days of receipt of such payment Holdings applies the amount thereof to satisfy such tax liability or its obligations under the Tax Sharing Agreement or to make an equity contribution or loan to the Company.
Permitted Tax Payment means the payment of any dividend or distribution to Holdings in an amount not to exceed the then maximum Federal, state and local income tax liabilities arising from income of the Borrower and its Subsidiaries and attributable to Holdings. Each tax distribution shall be calculated and distributed so that Holdings shall receive a tax distribution sufficient to pay the income taxes required to be paid (after giving effect to any income tax credits, losses carried forward, or similar reductions to income taxes due) in respect of the relevant period.
Permitted Tax Payment means (for any taxable year of Adience in which it joins in filing a consolidated federal income tax return with (x) Alpine or (y) Holdings (but not Alpine)) a payment (including any estimated tax payment based on any estimated tax liability for such year) by Adience and its Subsidiaries to Alpine (in the case preceding clause (x) is applicable) or Holdings (in the case preceding clause (y) if applicable) in an amount equal to the separate return federal income tax liability (if any) of the affiliated group (within the meaning of Section 1504 of the Code) of which Holdings would be the parent (the "Holdings Group") if it were not a member of another affiliated group for that or any other taxable year; provided, that such payment can be made by Adience and its Subsidiaries no earlier than two Business Days prior to the date on which the affiliated group of which Adience is actually a member makes federal income tax payments (including estimated tax payments) for such year to the Internal Revenue Service. In the event that Alpine or Holdings and any member of the Adience Group join in filing any combined or consolidated (or similar) state or local income or franchise tax returns, then Permitted Tax Payment shall include payments with respect to such state or local income or franchise taxes determined in a manner as similar as possible to that provided in the preceding sentence for federal income taxes.
Permitted Tax Payment means, for any taxable year of the Borrower in --------------------- which it joins in filing a consolidated federal income tax return with Holdings, a payment by the Borrower to Holdings in an amount not in excess of the lesser of (i) the separate return federal income tax liability (if any) of the affiliated group (within the meaning of Section 1504 of the Code) of which the Borrower would be the parent (the "Borrower Group") if it were not a member of -------------- another affiliated group for that or any other taxable year, and (ii) the portion of the actual tax liability (if any) of the affiliated group of which the Borrower is actually a member (the "Holdings Group") for such year allocable to the Borrower Group under the rules set forth in Section 1552(a)(1) of the Code and the Department of the Treasury regulations promulgated thereunder; provided that such payment can be made by the Borrower no earlier than the date -------- on which the Holdings Group is required to make federal income tax payments for such year to the Internal Revenue Service, and provided, further, that for -------- ------- purposes of clause (ii) above actual tax liability of the Holdings Group shall be computed without regard to any income, gain, loss, deduction or credit generated by a corporation other than Holdings, the Borrower or a Subsidiary of the Borrower. In the event that Holdings and any member of the Borrower Group join in filing any combined or consolidated (or similar) state or local income or franchise tax returns, then "Permitted Tax Payment" shall include payments with respect to such state or local income or franchise taxes determined in a manner as similar as possible to that provided in the preceding sentence for federal income taxes.
Permitted Tax Payment means, with respect to any taxable year of Borrower in which it joins in filing a consolidated federal income tax return with its parent company, a payment by Borrower to its parent in an amount not in excess of the lesser of (a) the hypothetical consolidated federal income tax liability (if any) of the affiliated group (within the meaning of Section 1504 of the Internal Revenue Code) of which Borrower would be the common parent (the "Borrower Group") if it were not a member of another affiliated group for that or any other taxable year and (b) the actual tax liability (if any) of the affiliated group of which Borrower is actually a member (the "Parent Group") for such year properly allocable to the Borrower Group; provided, however, that such payment shall be made by Borrower no earlier than the date on which the Parent Group is required to make federal income tax payments for such year to the Internal Revenue Service. In the event that Borrower's parent and any member of the Borrower Group join in filing any combined or consolidated (or similar) foreign, state or local income or franchise tax returns, then "Permitted Tax Payment" shall include payments with respect to such foreign, state or local income or franchise taxes determined in a manner as similar as possible to that provided in the preceding sentence for federal income taxes.
Permitted Tax Payment means for any taxable year of the Company in which it joins in filing a consolidated federal income tax return with CB Holdings, a payment by the Company to CB Holdings in an amount not in excess of the lesser of (i) the separate return federal income tax liability (if any) of the affiliated group (within the meaning of Section 1504 of the Code) of which the Company would be the parent (the "Company Group") if it were not a member of another affiliated group for that or any other taxable year, and (ii) the portion of the actual tax liability (if any) of the affiliated group of which the Company is actually a member (the "CB Holdings Group") for such year allocable to the Company Group under the rules set forth in Section 1552(a)(1) of the Code and the Treasury Regulations promulgated thereunder; provided that such payment can be made by the Company no -------- earlier than the date on which the CB Holdings Group is required to make federal income tax payments for such year to the Internal Revenue Service; and provided, -------- further, that for purposes of clause (ii) above, actual tax liability of the CB ------- Holdings Group shall be computed without regard to any income, gain, loss, deduction or credit generated by a corporation other than CB Holdings, the Company or a Subsidiary of the Company. In the event that CB Holdings and any member of the Company Group join in filing any combined or consolidated (or similar) state or local income or franchise tax returns, then "Permitted Tax Payment" shall include payments with respect to such state or local income or franchise taxes determined in a manner as similar as possible to that provided in the preceding sentence for federal income taxes.