Subsidiary Separate Tax definition

Subsidiary Separate Tax for any Subsidiary with respect to any Taxable Period means, subject to the rules set forth in the next succeeding paragraph and Paragraph 6, a hypothetical Federal income tax liability that the Subsidiary would have for such Taxable Period determined as if the Subsidiary had filed its own separate Federal income tax return for such Taxable Period (or during any Taxable Period prior thereto), and calculated by (i) taking into account only losses, credits, carryovers of losses and credits from prior or subsequent Taxable Periods, and other tax attributes of the Subsidiary, which attributes are subject to limitations under the Code to the extent that such attributes would actually be utilized in the determination of the Subsidiary's Federal income tax if the Subsidiary filed a separate Federal income tax return for all Taxable Periods relating to the computation, (ii) imposing a tax on the taxable income of the Subsidiary at a rate equal to the highest marginal rate of corporate tax specified under the Code and applicable to that Taxable Period and taking into account minimum tax, alternative minimum tax and recapture of credits and (iii) employing the methods and principles of accounting, elections and conventions that are used by the Group. For purposes of determining Subsidiary Separate Tax for any Subsidiary with respect to any Taxable Period, the following special rules shall apply:
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Subsidiary Separate Tax means, with respect to any Taxable Period and subject to the rules set forth below in this definition and Section 2.05, a hypothetical Federal income tax liability that WCG would have for such Taxable Period determined as if WCG had filed its own separate Federal income tax return for such Taxable Period (or for any Taxable Period prior thereto) and calculated by (x) imposing a tax on the taxable income or alternative minimum taxable income, as the case may be, of WCG at a rate equal to the highest marginal rate of corporate tax specified under the Code and applicable to that Taxable Period and (y) employing the methods and principles of accounting, elections and conventions that are used by the Group. For purposes of determining Subsidiary Separate Tax with respect to any Taxable Period, the following special rules shall apply:
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Subsidiary Separate Tax for a Taxable Period shall mean, with respect to each Subsidiary, the Federal income tax liability that each Subsidiary would have for such Taxable Period (including interest and penalties related to items attributable to each Subsidiary) determined as if such Subsidiary had filed its own Federal income tax return for such Taxable Period (or portion thereof) and all prior periods beginning on or after the Effective Time. Such Federal income tax liability for such Taxable Period (or portion thereof) shall be computed by employing the methods and principles of accounting, elections and conventions (the “Methods”) actually used in the determination of the Federal income tax liability of the Group.
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Examples of Subsidiary Separate Tax in a sentence

  • For every Taxable Period in which the Subsidiary Separate Tax exceeds the Estimated Tax Payments or the Subsidiary Separate Tax as recomputed according to Paragraph 6 exceeds the Subsidiary Separate Tax, the Subsidiary shall pay to MFH an amount equal to such excess.

  • Except as provided in Paragraph 6(b), the actions of MFH pursuant to this Paragraph 7 shall not affect the computation of Subsidiary Separate Tax.

  • Xxr every Taxable Period in which the Subsidiary Separate Tax exceeds the Estimated Tax Payments, or the Subsidiary Separate Tax as recomputed according to Section 2.05 exceeds the Subsidiary Separate Tax, Communications shall pay to Willxxxx xx amount equal to such excess.

  • Payment pursuant to Sections 2.01 and 2.02 (other than resulting from a recomputation of Subsidiary Separate Tax under Section 2.05) shall be made no later than seven (7) days prior to the due date of the Group's consolidated Federal income tax return for the Taxable Period in question, not including extensions.

  • The time that any payment is required to be made pursuant to Sections 2.01 and 2.02 by reason of a recomputation of Subsidiary Separate Tax under Section 2.05 is set forth in Section 2.05.

  • For every Taxable Period in which the Estimated Tax Payments exceed the Subsidiary Separate Tax, or the Subsidiary Separate Tax exceeds the Subsidiary Separate Tax as recomputed according to Section 2.05, Willxxxx xxxll pay to Communications an amount equal to such excess.

  • For every Taxable Period in which the Estimated Tax Payments exceed the Subsidiary Separate Tax or the Subsidiary Separate Tax exceeds the Subsidiary Separate Tax as recomputed according to Paragraph 6, MFH shall pay to the Subsidiary the amount of such excess.

  • Such estimated Federal income tax liability shall be determined in a manner consistent with the definition of Subsidiary Separate Tax and subject to approval by Willxxxx.

  • For every Taxable Period in which the Estimated Tax Payments exceed the Subsidiary Separate Tax or the Subsidiary Separate Tax exceeds the Subsidiary Separate Tax as recomputed according to Paragraph 6, Parent shall pay to the Subsidiary the amount of such excess.

  • For purposes of the Tax Allocation Agreement, each of the Subsidiary Separate Tax of the TCBY Subgroup and the estimated tax payments of the TCBY Subgroup shall be based on the Adjusted TCBY Subgroup Separate Tax.

Related to Subsidiary Separate Tax

  • Borrowing Subsidiary Termination means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2.

  • Non-Exempt Severance Arrangement means a severance arrangement or other agreement between the Participant and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to any alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9) or otherwise.

  • Qualifying Affiliate Guarantee means a Qualifying Guarantee provided by a Reference Entity in respect of an Underlying Obligation of a Downstream Affiliate of that Reference Entity.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Continuing care retirement community means a residential

  • Disregarded Entity means a single member limited liability company, a qualifying subchapter S subsidiary, or another entity if the company, subsidiary, or entity is a disregarded entity for federal income tax purposes.

  • Subsidiary Agreement means the agreement referred to in Section I.B of Schedule 2 to this Agreement pursuant to which the Recipient shall make the proceeds of the Financing available to the Project Implementing Entity.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Taxable REIT Subsidiary means a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code.

  • Subsidiary Redesignation shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Termination Letter has the meaning specified in Section 2.17(b).

  • Subsidiary Security Agreement means the Subsidiary Security Agreement, in substantially the form attached as Exhibit Q hereto, by and among the Subsidiary Guarantors and the Agent.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Subsidiary Stock means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Resignation Letter means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.