Straddle Period means any Tax period beginning before or on and ending 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.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Straddle Tax Period means any taxable period beginning on or before and ending after the Closing Date.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;
Taxable Period means any taxable year or other period that is treated as a taxable year with respect to which any Tax may be imposed under any applicable statute, rule or regulation.
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.
Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.
Taxable means either:
Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.
Tax Distribution Date has the meaning set forth in Section 4.01(b)(i).
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.
Tax Benefit Schedule is defined in Section 2.02 of this 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.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
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.
Joint Return means one return made jointly by a married individual with that individual's spouse.
Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.
Tax Items shall have the meaning set forth in Section 6.4.A.
Tax Item means any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases or decreases Taxes paid or payable.
Taxable Year means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the IPO 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.