Tax Allowance Amount means, with respect to any Member for any fiscal quarter of the Company, an amount equal to the product of: (a) the highest combined federal, state and local tax rate applicable to any Member (and in the case of any Member that is a “pass-through” entity for income tax purposes, including those applicable to the ultimate beneficial owners of any such Member that are taxable entities or individuals) in respect of the taxable income and taxable loss of the Company in respect of such fiscal quarter, taking into account the deductibility of state and local taxes for federal income tax purposes, and (b) an amount equal to the remainder of (i) such Member’s share of the estimated net taxable income, other than that arising from, or attributable to, the Initial Public Offering, an Interim Capital Transaction or a sale transaction in connection with the liquidation of the Company, allocable to such Member arising from its ownership of an interest in the Company calculated through such fiscal quarter and (ii) any net losses (for income tax purposes) of the Company for prior Fiscal Years or net losses (for income tax purposes) prior fiscal quarters of the then current Fiscal Year that are allocable to such Member that were not previously utilized in the calculation of the Tax Allowance Amounts in a prior Fiscal Year or any prior fiscal quarter of the then current Fiscal Year.
Tax Allowance Amount means, with respect to any Member for any fiscal quarter of the Company, an amount equal to the product of: (i) the highest combined federal and applicable state and local tax rate applicable to any Member in respect of the taxable income and taxable loss of the Company in respect of such fiscal quarter, taking into account the deductibility of state and local taxes for federal income tax purposes, times (ii) an amount equal to the remainder of (a) such Member’s share of the estimated net taxable income allocable to such Member arising from its ownership of an interest in the Company calculated through such fiscal quarter minus (b) the sum of (1) any net losses (for income tax purposes) of the Company for prior Fiscal Years and such fiscal quarter that are allocable to such Member that were not previously utilized in the calculation of the Tax Allowance Amounts in a prior Fiscal Year and (2) the amount of all prior distributions (including distributions of Tax Allowance Amounts) for such Fiscal Year, all as determined by the Managing Member.
Tax Allowance Amount means, with respect to any Limited Partner for any fiscal quarter of the Partnership, an amount equal to the product of: (i) the highest combined federal and applicable state and local tax rate applicable to any Limited Partner in respect of the taxable income and taxable loss of the Partnership in respect of such fiscal quarter, taking into account the deductibility of state and local taxes for federal income tax purposes, times (ii) an amount equal to the remainder of (a) such Limited Partner’s share of the estimated net taxable income allocable to such Limited Partner arising from its ownership of an interest in the Partnership calculated through such fiscal quarter minus (b) the sum of (1) any net losses (for income tax purposes) of the Partnership for prior Fiscal Years and such fiscal quarter that are allocable to such Limited Partner that were not previously utilized in the calculation of the Tax Allowance Amounts in a prior Fiscal Year and (2) the amount of all prior Distributions for such Fiscal Year, all as determined by the General Partner.
Examples of Tax Allowance Amount in a sentence
Upon such determination, the Company shall distribute each Member’s Tax Allowance Amount to such Member.
A Tax Allowance Amount paid to a Member under this Section 5.10 shall be treated as an advance against distributions to the same Member under this Agreement.
For the purposes of computing the Tax Allowance Amount, if any, the effect of any benefit to a Member under Section 734 or 743 of the Code, if any, will be ignored.
Notwithstanding Section 3.03 hereof, on or before the date that estimated income taxes are required to be paid, the Managing Member shall determine the Tax Allowance Amount for each Member in respect of such quarter.
Notwithstanding Section 4.1 hereof, on or before the date that estimated income taxes are required to be paid, the General Partner shall determine the Tax Allowance Amount for each Limited Partner in respect of such quarter.
More Definitions of Tax Allowance Amount
Tax Allowance Amount means cash distributions to each Member, proportionately based on each Member’s Percentage Interest, (i) with respect to each applicable calendar quarter, until each Member receives a distribution equal to the product obtained by multiplying (x) the sum (if greater than zero) of the items of taxable income, gain, loss, and deduction of the Company expected to be allocated to such Member under Article V for such calendar quarter by (y) the Assumed Tax Rate; and (ii) after the end of any taxable year, until each Member receives a distribution equal to the excess of (A) the product obtained by multiplying (x) the sum (if greater than zero) of the items of taxable income, gain, loss, and deduction of the Company allocated to such Member under Article V for such taxable year by (y) the Assumed Tax Rate, over (B) quarterly distributions previously made to such Member pursuant to clause (i) above with respect to such taxable year.
Tax Allowance Amount means, with respect to any Member (including a holder of EPIC Warrants if such holder is treated as holding an equity interest in the Company for federal, state or local income tax purposes), for any calendar quarter, (i) forty percent (40%) of the excess of (a) the estimated taxable income allocable to such Member arising from its ownership of an interest in the Company for the fiscal year through such calendar quarter over (b) any losses of the Company for prior fiscal years and such fiscal year that are allocable to such Member (or the predecessor in interest to such Member) that were not previously utilized in the calculation of Tax Allowance Amounts for any period minus (ii) prior distributions of Tax Allowance Amounts for such fiscal year, all as determined by the Accountants in good faith. The amount so determined by the Accountants shall be the Tax Allowance Amount for each period and shall be final and binding on all Members.
Tax Allowance Amount means, for any calendar quarter, an amount of cash equal to the product of (i) the aggregate amount of net taxable income allocable by Holdings to its Members and (ii) 38%, PROVIDED, HOWEVER, that, had each Member been distributed directly an amount equal to the product of the amount of net taxable income allocable by Holdings to such Member and 38%, if any Member would have received more than its Equity Proportion of the aggregate tax allowance amounts distributed to all Members so computed, then the tax allowance amounts determined with respect to the other members of Holdings shall be increased for purposes of computing the Tax Allowance Amount so that the Tax Allowance Amount is an aggregate amount that, if distributed directly to the relevant members of Holdings, would be distributed in accordance with their respective Equity Proportions; PROVIDED, that as a result of the immediately preceding proviso, the Tax Allowance Amount shall not exceed the product of (a) the net taxable income of Holdings determined on a hypothetical basis as if Holdings were treated as a corporation for U.S. income tax purposes and (b) 40%. In calculating the Tax Allowance Amounts, the amounts of net taxable income allocable by Holdings to each Member shall be increased or decreased, as necessary, to reflect the extent to which estimated amounts of net taxable income used to calculate Tax Allowance Amounts for previous quarters were greater or lesser than the actual amounts of net taxable income reported on Holdings' U.S. federal income tax return.
Tax Allowance Amount means, with respect to any Member, for any Estimated Tax Period (i) the product of the Applicable Tax Rate and such Member’s share of the estimated net taxable income for U.S. federal income tax purposes of the Company that is allocable to such Member under Section 8.01(d) arising from its ownership of an interest in the Company for such Estimated Tax Period (determined by taking into account any adjustments under Section 743(b) of the Code) minus (ii) the sum of all prior distributions made pursuant to Section 8.02(a)(ii) to such Member with respect to such Tax Year, all as determined by the Tax Matters Member in its good faith discretion, subject to oversight by the Board.
Tax Allowance Amount means, with respect to any Member, for each taxable period ending after the date hereof with respect to which the Company is a partnership for U.S. federal income tax purposes and to the extent the Company does not pay the income tax attributable to a Member’s ownership in the Company directly, the Company shall make distributions to each Member, in an amount equal to the product of (a) the portion of the Company’s “taxable income” allocable to such Member for such period (as shown on the Member’s schedule K-1 issued by the Company, or if the schedule K-1 is not available, determined as if the Company were a corporation for U.S. federal income tax purposes for such period, which shall be offset, in each case, by the Company’s losses incurred in prior tax periods to the extent such losses are allowed to be reduce such Member’s allocated income) and (b) 40%; provided that, for the avoidance of doubt, the Company “taxable income” for any period shall be computed by including any increases to taxable income as a result of any tax examination, audit or other adjustment.
Tax Allowance Amount means, for any calendar quarter, an amount of cash -------------------- equal to the sum of (i) the product of (q) the amount of net taxable income allocable by Holdings to the ICI Member and (r) 38%, (ii) the product of (s) the amount of net taxable income allocable by Holdings to the H Member and (t) 38%, (iii) the product of (u) the amount of net taxable income allocable by Holdings to the BTCP Member and (v) 38%, (iv) the product of (w) the amount of net taxable income allocable by Holdings to the CEA Member and (x) 38%, and (v) the product of (y) the amount of net taxable income allocable by Holdings to the GSG Member and (z) 38%, provided, however, that, had each of the amounts determined -------- ------- pursuant to clauses (i), (ii), (iii), (iv) and (v) been distributed directly to the relevant members of Holdings, if the H Member would have received more than 60% of the aggregate tax allowance amounts so computed, the ICI Member would have received more than 30% of the aggregate tax allowance amounts so computed, either the BTCP Member and/or the CEA Member would have received more than 4 4/9% of the aggregate tax allowance amounts so computed and/or the GSG Member would have received more than 1 1/9% of the aggregate tax allowance amounts so computed, then the tax allowance amount determined with respect to the other members of Holdings shall be increased for purposes of computing the Tax Allowance Amount so that the Tax Allowance Amount is an aggregate amount that, if distributed directly to the relevant members of Holdings, would be distributed 60% to the H Member, 30% to the ICI Member, 4 4/9% to the BTCP Member, 4 4/9% to the CEA Member and 1 1/9% to the GSG Member; provided, that as -------- a result of the immediately preceding proviso, the Tax Allowance Amount shall not exceed the product of (a) the net taxable income of Holdings determined on a hypothetical basis as if Holdings were treated as a corporation for U.S. income tax purposes and (b) 40%. In calculating the Tax Allowance Amounts, the amounts of net taxable income allocable by Holdings to each Member shall be increased or decreased, as necessary, to reflect the extent to which estimated amounts of net taxable income used to calculate Tax Allowance Amounts for previous quarters were greater or lesser than the actual amounts of net taxable income reported on Holdings' U.S. federal income tax return.
Tax Allowance Amount means, with respect to any Member, 40% (which percentage the Management Committee may from time to time hereafter, upon the unanimous vote of the Managers, adjust to reflect material changes in tax rates) of the greater of (A) such Member’s share of the estimated net taxable income allocable to such Member arising from its ownership of an interest in the Company or (B) such Member’s share of Net Profits, in either case, after subtracting from (A) or (B), as the case may be, the Company’s equity in the earnings of First Advantage and after subtracting the net profits of CoreLogic (to the extent otherwise included in net taxable income or Net Profits, as the case may be), plus any dividends paid by First Advantage and CoreLogic to the Company, in each case for the period for which such payment of taxes is being made.