Combined, Consolidated and Unitary Corporate Income Taxes Sample Clauses

Combined, Consolidated and Unitary Corporate Income Taxes. Except --------------------------------------------------------- as otherwise provided in this Agreement, HomeBase or a member of the HomeBase Group shall pay, on a timely basis, all Taxes due with respect to any combined, consolidated or unitary state, local and foreign corporate income Tax liability for all periods beginning on or before the Distribution Date (including the Short Period) with respect to Joint Tax Returns ("Combined Taxes"). BJI hereby assumes and agrees to pay (to the extent not previously paid by BJI) the BJI Group's share of Combined Taxes for all periods beginning on or before the Distribution Date (including the Short Period), which payment shall be made by BJI to HomeBase, which shall then pay any amount due to the appropriate taxing authority. The allocable shares of the Combined Tax liability for such periods for the BJI Group and the HomeBase Group shall be determined by applying the effective tax rate with respect to the applicable Tax Return to the positive taxable income, if any, determined in accordance with the principles set forth in Section 3.01 for each of the BJI Group and the HomeBase Group. If the calculations made pursuant to this Section 3.02(b) indicate that BJI has either overpaid or underpaid its share of the Combined Tax liability, then at such time as HomeBase shall reasonably determine, but in any event not later than 90 days after the filing of the relevant return, HomeBase shall pay BJI the amount of any such overpayment or BJI shall pay HomeBase the amount of any such underpayment. HomeBase shall notify BJI not later than 5 business days prior to the due date of any quarterly estimated Tax payments of the amount of BJI's share of such quarterly payments, and BJI shall make quarterly estimated tax payments to HomeBase not later than 3 business days prior to the date such quarterly payments would be due if BJI were a separate company. HomeBase shall notify BJI not later than 5 business days prior to the last day for filing any request for extension of time to file the HomeBase Group's Combined Tax Return of the amount of BJI's share of any additional amount due upon the filing of such extension request, and BJI shall pay to HomeBase such amount not later than 3 business days prior to the last day for filing such extension request. All calculations and determinations required to be made pursuant to this Section 3.02(b) shall be made by HomeBase in good faith.
Sample 1
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Combined, Consolidated and Unitary Corporate Income Taxes. Except as otherwise provided in this Agreement, Stream shall pay, on a timely basis, all Taxes due with respect to any combined, consolidated or unitary state, local and foreign corporate Income Tax liability for all taxable years or periods beginning on or before the Drop-down Date with respect to CST and MMI Joint Tax Returns ("Combined Taxes"). Each of MMI Holdings and CST Holdings hereby assumes and agrees to pay (to the extent not previously paid by it) the MMI Group's share and the CST Group's share, as the case may be, of Combined Taxes (with each share described below) for all Pre-Drop-down Taxable Periods, which payments shall be made to Stream, which shall then pay any amount due to the appropriate taxing authority. The share of the Combined Tax liability for each of such taxable years or periods for the Stream Group, the MMI Group, and the CST Group shall be determined based on the liability of Stream, MMI Holdings and CST Holdings, respectively, in respect of such Tax liability in accordance with the principles set forth in Section 3.01.
Sample 1
Combined, Consolidated and Unitary Corporate Income Taxes. Except as otherwise provided in this Agreement, Grace-Conn. or a member of the Grace-Conn. Group shall pay, on a timely basis, all Taxes due with respect to any combined, consolidated or unitary state, local and foreign corporate income tax liability for all Pre-Merger Taxable Periods and Straddle Periods with respect to Joint Tax Returns ("Combined Taxes"). Grace and NMC on behalf of the NMC Group hereby assume and agree to pay directly to Grace-Conn. (i) the Adjusted NMC Group's allocable share of those Taxes for all Pre-Merger Taxable Periods and Straddle Periods and (ii) Grace's allocable share of those Taxes for the portion of any Straddle Period commencing on the day after the Distribution Date. The NMC Group's allocable share of the Affiliated Group's combined, consolidated and unitary income tax liability (other than federal income taxes) for Pre-Merger Taxable Periods and Straddle Periods and Grace's allocable share of such tax liability for the portion of any Straddle Period beginning on the day after the Distribution Date (calculated by treating the day after the Distribution Date as the first date of a taxable period) shall be determined in accordance with the Prior Arrangement.
Sample 1

Related to Combined, Consolidated and Unitary Corporate Income Taxes

  • Consolidated Net Income The consolidated net income of the Borrowers after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP.

  • Income Taxes Paragraph 1. The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Trustee] Attention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Minimum Consolidated Net Worth Permit the Consolidated Net Worth of the Company at the end of any fiscal quarter to be less than US$11,250,000,000 (“Minimum Amount”).

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.

  • Consolidated Interest Expense With respect to any period, without duplication, (a) total Interest Expense of REIT and its Subsidiaries determined on a Consolidated basis in accordance with GAAP for such period, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

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