Federal and Consolidated Income Tax Liabilities definition

Federal and Consolidated Income Tax Liabilities means any and all Taxes of any Group Member relating to either (a) any U. S. federal Income Taxes or (b) any Income Taxes with respect to which (i) any Group Member has or will file, or is required pursuant to Section 6.3(a) to file, a Consolidated or Combined Return, (ii) one or more Group Members is liable for the Income Taxes of a Person other than a Group Member under a provision of state, local or foreign law or regulation comparable to Treas. Reg. §1.1502-6 imposing several liability upon members of a consolidated, combined, affiliated, unitary or other Tax group by virtue of a Group Member’s being or having been a member of such a group on or prior to the Closing Date, or (iii) one or more Group Members is liable (if such Income Taxes are attributable to a consolidated, combined, affiliated, unitary or other Tax group) under principles of successor or transferee liability relating to an event or transaction occurring on or prior to the Closing Date.
Sample 1Sample 2
Federal and Consolidated Income Tax Liabilities means income Taxes imposed on Safety, or for which Safety may otherwise be liable, (i) relating to U.S. federal income Taxes attributable to any Pre-Closing Period, (ii) relating to income Taxes other than U.S. federal income Taxes with respect to which Safety or any predecessor of Safety joins, has joined or was required to have joined in filing a consolidated, combined or unitary Tax Return with any Safety Group or (iii) as a result of Safety or any predecessor of Safety being or having been a member of any Safety Group (including under Treasury Regulation § 1.1502-6 or any provision of state, local or foreign Law similar to Treasury Regulation § 1.1502-6), including any such Taxes imposed as a result of Safety ceasing to be a member of any Safety Group;
Sample 1Sample 2
Federal and Consolidated Income Tax Liabilities means any and all Taxes of any Group Member relating to either (a) any U. S. federal Income Taxes or (b) any Income Taxes with respect to which (i) any Group Member has or will file, or is required pursuant to Section 6.3(a) to file, a Consolidated or Combined Return, (ii) one or more Group Members is liable for the Income Taxes of a Person other than a Group Member under a provision of state, local or foreign law or regulation comparable to Treas. Reg. §1.1502-6 imposing several liability upon members of a consolidated, combined, affiliated, unitary or other Tax group by virtue of a Group Member’s being or having been a member of such a group on or prior to the Closing Date, or (iii) one or more Group Members is liable (if such Income Taxes are attributable to a consolidated, combined, affiliated, unitary or other Tax group) under principles of successor or transferee liability relating to an event or transaction occurring on or prior to the Closing Date. “Ford Group” means Ford and its present or former Affiliates other than any Group Member. “Group Relief” means the group relief for U.K. corporation tax purposes contained in Chapter IV of Part X of the Taxes Act relating to the surrender of Tax losses between members of the same group and any equivalent system outside the United Kingdom for the surrender of Tax losses between members of a group. 53 “Holdings Note” means the $1,185.0 million principal amount subordinated promissory note issued by the Company to Holdings on June 10, 2005. “Income Tax” means any Tax on or measured by net income, profits or earnings. “Indebtedness” means the principal amount of any indebtedness for borrowed money and any accrued interest, prepayment premiums and penalties related thereto. “Interim Credit Agreement” means the Credit Facility, dated as of May 26, 2005, among the Company, Hertz Canada Limited, JPMorgan Chase Bank and the other banks and financial institutions party thereto. Buyer has “Knowledge” of a particular fact or other matter if, and only if, any of the individuals listed on Schedule 7.12(a) has actual knowledge thereof. Holdings has “Knowledge” of a particular fact or other matter if, and only if, any of the individuals listed on Schedule 7.12(b) has actual knowledge thereof. “Law” means any law, statute, order, ordinance, rule or regulation of any Governmental Authority. “Person” means an individual, corporation, limited liability company, partnership, association, joint venture, trust, unincorporated ...
Sample 1

Examples of Federal and Consolidated Income Tax Liabilities in a sentence

  • Except as otherwise provided in Section 6.1(c) or 6.7, the Company shall be responsible for, and shall pay or cause to be paid, all Taxes relating to the Group Members, excluding Federal and Consolidated Income Tax Liabilities for which Ford is responsible under Section 6.1(a).

  • Ford shall be responsible for and shall indemnify and hold harmless Buyer Indemnitees from and against, and shall pay, all Federal and Consolidated Income Tax Liabilities (i) attributable to any Pre-Closing Period, (ii) pursuant to Treas.

Related to Federal and Consolidated Income Tax Liabilities

  • Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Consolidated Income Tax Expense means, for any period, all provisions for taxes based on the gross or net income of Borrower (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), and all franchise taxes of Borrower, as determined on a Consolidated basis and in accordance with GAAP.

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

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal franchise or income taxes paid or due to be paid during such period.

  • Income Tax Act means the Income Tax Act, 1962 (Act No. 58 of 1962);

  • Consolidated federal taxable income means the consolidated taxable income of an affiliated group of corporations, as computed for the purposes of filing a consolidated federal income tax return, before consideration of net operating losses or special deductions. "Consolidated federal taxable income" does not include income or loss of an incumbent local exchange carrier that is excluded from the affiliated group under division (A)(1) of this section.

  • Non-Income Tax means any Tax other than an Income Tax.

  • Adjusted Consolidated Net Income means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period determined in conformity with GAAP; provided that the following items shall be excluded in computing Adjusted Consolidated Net Income (without duplication): (i) the net income of any Person that is not a Restricted Subsidiary, except to the extent of the amount of dividends or other distributions actually paid to the Company or any of its Restricted Subsidiaries by such Person during such period; (ii) solely for the purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (C) of the first paragraph of Section 4.04 (and in such case, except to the extent includable pursuant to clause (i) above), the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or all or substantially all of the property and assets of such Person are acquired by the Company or any of its Restricted Subsidiaries; (iii) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary; (iv) any gains or losses (on an after-tax basis) attributable to Asset Sales; (v) except for purposes of calculating , the amount of Restricted Payments that may be made pursuant to clause (C) of the first paragraph of Section 4.04, any amount paid or accrued as dividends on Preferred Stock of the Company or any Restricted Subsidiary owned by Persons other than the Company and any of its Restricted Subsidiaries; and (vi) all extraordinary gains and extraordinary losses (on an after-tax basis).

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • Income Tax means any federal, state, local or foreign Tax (a) based upon, measured by or calculated with respect to net income, profits or receipts (including, without limitation, capital gains Taxes and minimum Taxes) or (b) based upon, measured by or calculated with respect to multiple bases (including, without limitation, corporate franchise taxes) if one or more of the bases on which such Tax may be based, measured by or calculated with respect to, is described in clause (a), in each case together with any interest, penalties, or additions to such Tax.

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

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

  • Consolidated Net Income means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

  • Cumulative Consolidated Net Income means, for any period, Consolidated Net Income for such period, taken as a single accounting period. Cumulative Consolidated Net Income may be a positive or negative amount.

  • Incremental Income Taxes is defined in Section 6.9.

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • Consolidated Net Tangible Assets means the total assets of the Company and its Restricted Subsidiaries (less applicable depreciation, amortization, and other valuation reserves), less all current liabilities (excluding intercompany liabilities) and all intangible assets of the Company and its Restricted Subsidiaries, all as set forth on the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in accordance with GAAP.

  • Consolidated Net Income (Loss) of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication, (i) all extraordinary gains or losses (exclusive of all fees and expenses relating thereto), (ii) the portion of net income (or loss) of such Person and its Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been received by such Person or one of its Subsidiaries, (iii) net income (or loss) of any Person combined with such Person or any of its Subsidiaries on a “pooling of interests” basis attributable to any period prior to the date of combination, (iv) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan, (v) net gains (or losses) (except for all fees and expenses relating thereto) in respect of dispositions of assets other than in the ordinary course of business, (vi) the net income of any Subsidiary to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, (vii) any gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness of such Person, (viii) transaction costs charged in connection with the Refinancing, or (ix) amortization of intangible assets of such Person and its Subsidiaries on a consolidated basis under GAAP.

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.