Underpayment Amount definition

Underpayment Amount has the meaning set forth in Section 2.4(d)(i).

Underpayment Amount means, as determined with respect to a Member, (a) any “imputed underpayment” determined under Code Section 6225, (b) any similar or corresponding amount determined under any similar or corresponding provision of any State Tax, (c) any other similar or corresponding amount if and to the extent such amount represents the payment or collection of any Tax that would otherwise be paid or payable by such Member as a result of the pass-through (or similar treatment) of any item of Net Profit or Net Loss to such Member, and (d) any withholding, estimated or other Tax required by law to be withheld or paid by the Company with respect to or on behalf of such Member.

Underpayment Amount has the meaning set forth in Section 2.11(b)(ii).

Examples of Underpayment Amount in a sentence

• The General Partner shall reasonably determine the portion of an Imputed Underpayment Amount attributable to each Partner or former Partner.

• If the Company incurs an Imputed Underpayment Amount, the Board of Managers shall determine in its reasonable discretion the portion of such Imputed Underpayment Amount attributable to each Member or former Member and such attributable amount shall be treated as a Withholding Payment with respect to such Member or former Member.

• The Partnership Representative shall use commercially reasonable efforts to secure any reduction in any Imputed Underpayment Amount that is available by reason of the status of any Member (or its beneficial owners), including by means of any procedures provided pursuant to Code Section 6225(c)(3), and to allocate the benefit of any such reduction to such Member.

• The portion of the Imputed Underpayment Amount that the Manager attributes to a former member of the Company shall be treated as a Withholding Payment with respect to both such former member and such former member’s transferee(s), as applicable, and the Manager may in its discretion exercise the Manager’s rights pursuant to this Section in respect of either or both of the former member and its transferee.

• The portion of the Imputed Underpayment Amount that the Manager attributes to a Member shall be treated as a Withholding Payment with respect to such Member.

More Definitions of Underpayment Amount

Underpayment Amount has the meaning set forth in Section 3.3(b). SCHEDULE I SHAREHOLDERS; CAPITALIZATION NAME NUMBER OF SHARES Xxxxx X. Xxxxxxxxxxxx 354,968 Xxxxxx Xxxxxxxxxxxx, trustee for21,000 Xxxxx X. Xxxxxxxxxxxx under agreement dated April 3, 1996, with Xxxxx X. Xxxxxxxxxxxx, grantor Xxx X. Xxxxx 21,000 Xxx X. Xxxxxx 21,000 Xxxxx X. Xxxxxxxxxxxx 43,690 X.X. Xxxxxxxxxxxx 27,862 The Investors Services Trust Company, Trustee of the PackerWare Corporation Employee Stock Ownership Plan and Trust 210,729 Total outstanding shares of Company Common 700,249 Stock SCHEDULE II ASSETS TO BE TRANSFERRED

Underpayment Amount has the meaning set forth in Section 3.2(c). Internal or Third Party costs and expenses for the benefit of the Company Group as well as costs and expenses associated with the following (without duplication):

Underpayment Amount has the meaning set forth in Section 3.15(b)(ii).

Underpayment Amount has the meaning set forth in Section 2.5(c)(i).

Underpayment Amount means the amount, if any, by which the Estimated Purchase Price is less than the Final Purchase Price. “Unpaid Taxes” has the meaning set forth in the definition of Pre-Closing Tax Amount.

Underpayment Amount means the amount, if any, by which the Estimated Purchase Price is less than the Final Purchase Price.

Underpayment Amount means the amount calculated in accordance with Schedule 1.1(b). For the avoidance of doubt, notwithstanding the fact that the calculation of the “Underpayment Amount” takes into account a portion of the license fees remaining to be paid by Brendita’s Films, LLC to Pantelion 1.0 under that certain Pantelion-Pantaya SVOD License Agreement, by and between Pantelion 1.0 LLC (as licensor) and Brendita’s Films, LLC (as licensee), effective as of January 1, 2017, the full amount of all unpaid license fees under such Contract shall remain payable in accordance with terms of such Contract.