Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.
Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.
Tax Package has the meaning assigned in Section 6.01(b);
Income Tax Returns means all Tax Returns relating to Income Taxes.
non-taxable territory means the territory which is outside the taxable territory;
Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.
Tax Items shall have the meaning set forth in Section 6.4.A.
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Distribution Business means the business of operating and maintaining a distribution system for supplying electricity in the area of the supply of the Distribution Licensee;
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
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.
Distributed Generation means generating plant equipment collectively used for generating electricity that is connected, or proposed to be connected, to the Network or a Customer's Installation, but does not include:
Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.
Tax area means a geographic area created by the overlapping boundaries of one or more taxing entities.
State premium tax liability means any liability
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.
taxable territory means the territory to which the provisions of this Act apply;
Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.