WhiteWave Group Combined Tax Liability definition

WhiteWave Group Combined Tax Liability means, with respect to any taxable period, the WhiteWave Group’s liability for Non-Federal Combined Taxes as determined under Section 3.6 of this Agreement.
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Examples of WhiteWave Group Combined Tax Liability in a sentence

  • For the avoidance of doubt, the WhiteWave Group Combined Tax Liability with respect to any Combined Return shall not be less than zero.

  • Not later than 30 business days following delivery of such Pro Forma WhiteWave Group Combined Return or other schedule, WhiteWave shall pay to Xxxx Foods, or Xxxx Foods shall pay to WhiteWave, as appropriate, an amount equal to the difference, if any, between the WhiteWave Group Combined Tax Liability for such taxable period and the amount paid by WhiteWave with respect to such taxable period under Section 3.7(b) of this Agreement.

  • The WhiteWave Group Combined Tax Liability with respect to any Combined Return for a taxable period shall be the WhiteWave Group’s liability for Non-Federal Combined Tax as determined on a Pro Forma WhiteWave Group Combined Return prepared in a manner consistent with the principles and procedures set forth in Sections 3.5(b) and 3.5(c) hereof.

  • Not later than 30 business days after a Combined Return is filed following the date hereof with respect to any Pre-Deconsolidation Period, Xxxx Foods shall deliver to WhiteWave a Pro Forma WhiteWave Group Combined Return or other comparable schedule reflecting the WhiteWave Group Combined Tax Liability for such taxable period (or period beginning after the date of this Agreement, in the case of the Consolidated Return including the date of this Agreement).

  • Not later than five business days prior to any estimated tax installment date following the date hereof with respect to a Combined Return for a Pre-Deconsolidation Period, Xxxx Foods shall determine the estimated amount of the related installment of the WhiteWave Group Combined Tax Liability for the taxable period.

  • For each taxable period beginning after the date of this Agreement relating to a Pre-Deconsolidation Period, WhiteWave shall pay to Xxxx Foods an amount equal to the sum of the WhiteWave Group Federal Income Tax Liability and the Aggregate WhiteWave Group Combined Tax Liability for such period.

  • For each taxable period beginning after October 25, 2012 relating to a Pre-Deconsolidation Period, WhiteWave shall pay to Xxxx Foods an amount equal to the sum of the WhiteWave Group Federal Income Tax Liability and the Aggregate WhiteWave Group Combined Tax Liability for such period.

  • Not later than 30 business days after a Combined Return is filed following October 25, 2012 with respect to any Pre-Deconsolidation Period, Xxxx Foods shall deliver to WhiteWave a Pro Forma WhiteWave Group Combined Return or other comparable schedule reflecting the WhiteWave Group Combined Tax Liability for such taxable period (or period beginning after October 25, 2012, in the case of the Consolidated Return including October 25, 2012).

  • Not later than five business days prior to any estimated tax installment date following October 25, 2012 with respect to a Combined Return for a Pre-Deconsolidation Period, Xxxx Foods shall determine the estimated amount of the related installment of the WhiteWave Group Combined Tax Liability for the taxable period.

Related to WhiteWave Group Combined Tax Liability

  • 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 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.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Tax Liabilities means all liabilities for Taxes.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination), unitary or Group Relief basis that includes activities of members of the ESG Group or the KBR Group, or both, as the case may be.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Tax Attributes means net operating losses, capital losses, tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, tax bases, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • 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.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Income Tax Returns means all Tax Returns relating to Income Taxes.