Blocker NOLs definition

Blocker NOLs means the net operating losses, capital losses, disallowed interest expense carryforwards under Section 163(j) of the Code and credit carryforwards of Blocker relating to taxable periods ending on or prior to the IPO Date.
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Blocker NOLs means any U.S. federal, state, or local net operating losses, capital losses, disallowed interest expense carryforwards under Section 163(j) of the Code (and any comparable provision of state or local tax law), and credit carryforwards of the Blockers relating to taxable periods (or portions thereof) ending on or prior to the Closing Date that the Corporate Taxpayer is entitled to utilize as a result of the Blocker Mergers. Notwithstanding the foregoing, the term “Blocker NOLs” shall not include any Tax attribute of a Blocker that is used to offset Taxes attributable to such Blocker, if such offset Taxes are attributable to taxable periods ending on or prior to the date of the Blocker Mergers.
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Blocker NOLs has the meaning set forth in the Blocker Holders TRA.
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Examples of Blocker NOLs in a sentence

  • The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporation’s actual liability for Taxes for such Taxable Year (calculated using certain rules and assumptions, as set forth herein) that is attributable to the Basis Adjustments, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, and Imputed Interest, determined using a “with and without” methodology.

  • Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments, the Blocker NOLs and Imputed Interest, determined using a “with and without” methodology.

  • The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporate Taxpayer’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments, Blocker NOLs and Imputed Interest, determined using a “with and without” methodology.

  • Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments, Blocker NOLs and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.

  • The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporation’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments, the Blocker NOLs, the Closing Date Basis, and Imputed Interest, determined using a “with and without” methodology.

  • If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment, Blocker NOLs or Imputed Interest (a “TRA Portion”) and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology.


More Definitions of Blocker NOLs

Blocker NOLs means the net operating losses, capital losses, disallowed interest expense carryforwards under Section 163(j) of the Code, research and development credits, charitable deductions, foreign Tax credits, and any Tax attributes (subject to carryforward or otherwise), in each case of any Blocker relating to taxable periods ending on or prior to the Closing Date; provided, however, that in order to determine whether any such Tax attribute is a Blocker NOL, the Taxable Year of the Corporate Taxpayer that includes the Closing Date shall be deemed to end as of the close of the Closing Date.
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Blocker NOLs means the net operating losses, capital losses, disallowed interest expense carryforwards under Section 163(j) of the Code and credit carryforwards of any Blocker relating to taxable periods ending on or prior to the Closing Date that the Corporate Taxpayer is entitled to utilize as a result of the Blockers’ participation in the Reorganization. Notwithstanding the foregoing, the term “Blocker NOLs” shall not include any Tax attribute of a Blocker that is used to offset Taxes of such Blocker (including in the calculation of “Blocker Indebtedness” pursuant to the Business Combination Agreement), if such offset Taxes are attributable to taxable periods ending on or prior to the date of the Reorganization.
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Related to Blocker NOLs

  • Blocker has the meaning set forth in the preamble.

  • NOLs means the Company’s net operating loss carryforwards.

  • Minority Group means any of the following racial or ethnic groups:

  • Minority Interests means any shares of stock of any class of a Subsidiary (other than directors' qualifying shares as required by law) that are not owned by the Company and/or one or more of its Subsidiaries. Minority Interests shall be valued by valuing Minority Interests constituting preferred stock at the voluntary or involuntary liquidating value of such preferred stock, whichever is greater, and by valuing Minority Interests constituting common stock at the book value of capital and surplus applicable thereto adjusted, if necessary, to reflect any changes from the book value of such common stock required by the foregoing method of valuing Minority Interests in preferred stock.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Unitary business means one or more related business organizations engaged in business activity both within and outside the State among which there exists a unity of ownership, operation, and use; or an interdependence in their functions.

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

  • Tax Group has the meaning set forth in Section 7.06(h)(iii).

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Minority or Women-Owned Business Enterprise means a business enterprise, including a sole proprietorship, partnership or corporation that is:

  • Minority Owned Business Enterprise or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

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

  • Group Business Entity means;

  • MINORITY BUSINESS ENTERPRISE (MBE means an individual, partnership, corporation or joint venture of any kind that is owned and controlled by U. S. Citizens and residents of Ohio, who are and have held themselves out as members of the following socially and economically disadvantaged groups: Blacks, American Indians, Hispanics and Asians. Only businesses certified by the State of Ohio Equal Opportunity Division in accordance with Section 123.151 of the Ohio Revised Code shall be recognized as being MBE certified within the purpose of this invitation.

  • Simulated Basis means the Carrying Value of any oil and gas property (as defined in Section 614 of the Code).

  • Excluded Transactions means:

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Terminated Transactions means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

  • Designated Transaction means a Transaction which fulfils the following requirements:

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Affiliated Group means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.