Income Tax Allocation Sample Clauses

Income Tax Allocation. The income or loss for each Fiscal Year of the Limited Partnership, as computed under the direction of the General Partner for income tax purposes, shall be allocated among all of the persons who were Partners during such Fiscal Year in proportion to their respective Limited Partnership Interests as determined by the General Partner.
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Income Tax Allocation. The General Partner will determine the Tax Income or Tax Losses for each Fiscal Year of the Partnership at the end of such Fiscal Year, or more frequently as required by Applicable Law or upon the Transfer of Units, for income tax purposes, and will allocate the Tax Income or Tax Losses, and any other relevant amounts for the purposes of the Income Tax Act among the Partners in a manner consistent with the distribution provisions set out in Section 8.1. Notwithstanding the foregoing, the General Partner shall make such elections and take such actions as are allowable and necessary to avoid the recognition or allocation of Tax Losses.
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Income Tax Allocation. The allocable liability for Income Taxes for the Short Period shall be based upon the items of income, deduction, loss, and credit of DDI and DPI for the Short Period based upon a closing of the books on the Disaffiliation Date, with the benefit of any exempt amount, standard deduction, progressive rate, or other calculation for a full taxable year prorated based upon the number of days during the Short Period over 365. Income, deductions, and credits of DDI and DPI shall be allocated between the Short Period and any New Period in a manner consistent with the methods used by the Consolidated Group in prior Periods. If the portion of any item of income, deduction, or credit attributable to DDI or DPI and to be reported on an Income Tax Return as attributable to the Short Period, and the
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Income Tax Allocation. The parties agree, for tax purposes, to treat the amounts held in the Escrow Funds as owned by the Seller and not received by the Buyer, in all cases to the extent not paid to the Buyer pursuant to Section 2, and to file all Tax Returns on a basis consistent with such treatment. The parties agree that for tax reporting purposes, all Investment Income and Investment Losses shall be treated (and reported to the IRS) as having been received by the Seller for United States federal income Tax purposes.
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Income Tax Allocation. 15.1 Buyer, Seller and Agrinatural agree that there shall be no distribution of cash to Seller from Agrinatural and that for tax purposes all income, loss deductions and credits for calendar year 2019 shall be allocated to Buyer. All cash, receivables and income of Agrinatural allocated to the Interest shall remain with Buyer and Buyer shall report all income on its tax returns and no such income shall be reported to Seller. Seller agrees to report the sale of the Interest on its income tax returns. Article16
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Income Tax Allocation. For federal, state and local income tax purposes, except as otherwise provided in Section 4.6, each item of income, gain, loss, deduction and credit of the Company shall be allocated among the Unitholders in accordance with the corresponding book allocations thereof as provided in Section 4.1 though Section 4.4.
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Income Tax Allocation. For purposes of Section 8.4, in order to apportion appropriately any Income Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes), the parties hereto shall, to the extent permitted or required under applicable law, treat the Closing Date as the last day of the Taxable period of the Company Group for all Income Tax purposes. In any case where applicable Law does not permit the Company Group to treat the Closing Date as the last day of the Taxable period, the amount of Income Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be deemed equal to the amount that would be payable if the Taxable period ended on the Closing Date. Notwithstanding the foregoing, any Income Taxes or other Tax items relating to any transactions not in the ordinary course of business that occur after the time of the Closing on the Closing Date shall be treated as occurring after the Closing Date (including any Income Taxes or other Tax items related to the novation or other transfer or assignment of any contracts, instruments or agreements related to the BP Sleeve to the Purchaser or any of its Affiliates).
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Related to Income Tax Allocation

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Tax Allocation Prior to the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Federal Income Tax Allocations Net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) during which the beneficial ownership interests in the Trust are held by more than one Person shall be allocated:

  • No Tax Allocation, Sharing The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.

  • Straddle Period Tax Allocation The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Tax Allocations; Code Section 704(c) (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d).

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

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