AMT Clause Samples
The AMT (Alternative Minimum Tax) clause establishes the requirements and procedures for calculating and paying the alternative minimum tax liability in a contract or agreement. This clause typically applies to parties who may be subject to the AMT under applicable tax laws, ensuring that they account for this potential tax obligation in their financial planning and reporting. By including this clause, the agreement clarifies how AMT liabilities are handled, preventing disputes and ensuring compliance with tax regulations.
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AMT. (a) For each taxable period ending on or after the date hereof, for which any SuperMedia Entity is included in a Tax Return (including for the avoidance of doubt, any period in which a Deconsolidation taxes place) and for which the Parent Consolidated Group has an AMT liability and the SuperMedia Group would have had AMT liability (calculated on a standalone basis without reference to any Tax Attributes other than Tax Attributes of SuperMedia Entities), SuperMedia shall pay to DOS an amount equal to the lesser of (i) the AMT liability of the Parent Consolidated Group, or (ii) such standalone AMT liability of the SuperMedia Group, and SuperMedia shall be entitled to the benefits of any corresponding AMT credits.
(b) Any AMT liabilities (and the corresponding credits) of the Parent Consolidated Group or its members, other than those described in Section 3.4(a), shall not be borne by any SuperMedia Entity but instead shall be the responsibility of the Dex Entities and shall be allocated among them in accordance with the Dex TSA.
AMT. To the extent that additional AMT arises in a prior period Consolidated Return from a carryback of a Tax Item, then such AMT will be allocated to the Member giving rise to such carryback and such Member will be entitled to recover any Net Reversal Benefit resulting from any AMT credit carryforwards associated with such AMT.
AMT. Changsha mortgage Branch 43101200600003024 Agriculture 1000 2006.11.27- The maximum Bank 2007.
AMT. Changsha mortgage Branch 512007125001000 Changsha 1300 2007.2.16- Mortgage Commercial 2007.
AMT. After..............
AMT. In connection with the transactions contemplated hereby, AMT hereby represents, warrants, acknowledges and agrees as follows:
(1) AMT (i) is a limited liability company duly organized and validly existing under the laws of the jurisdiction in which it is organized, (ii) has all organizational power and authority necessary to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby and (iii) has taken all organizational action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by AMT and is enforceable against AMT in accordance with its terms. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby by AMT violates or contravenes or will violate or contravene any applicable laws, rules or regulations, any of its organizational documents or any of its material agreements. AMT is not part of any group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that includes any other person, in respect of the Common Stock.
(2) AMT (i) is not a record or beneficial owner of 5% or more of the outstanding shares of Common Stock (excluding the Exchange Shares) or (ii) on each Settlement Date, will not be a record or beneficial owner of greater than 10% of the outstanding shares of Common Stock (including the Exchange Shares). AMT is not or, at the Settlement Date, will not be a Related Person (as defined in Section 6(i) of this Agreement) or an affiliate of the Company.
(3) AMT has not acted or been engaged to act as the Company’s finder, broker, solicitor, agent or other person acting in a comparable capacity in connection with the transactions contemplated hereby. Neither AMT nor anyone acting on its behalf has engaged or, prior to any Settlement Date, will engage any finder, broker, solicitor, agent or other person, in a comparable capacity in connection with the transactions contemplated hereby. Neither AMT nor anyone acting on its behalf has received or will receive any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate each Exchange. There are no contracts, agreements or understandings that would give rise to a valid claim against the Company or AMT for a commission, finder’s fee or other like payment in connec...
AMT. To the extent that additional AMT arises in a prior period Consolidated Return from a carryback of a Tax Item, then such AMT will be allocated in accordance with section 3.2(a) hereof.