Fixed Tax Assumptions definition

Fixed Tax Assumptions means the following assumptions: (a) the Company is a partnership for federal income tax purposes; (b) the Class A Member is a partner in the Company for federal income tax purposes, (c) the Company is the owner of each Project for federal income tax purposes; (d) the allocations of each item of income, gain, loss, deduction and credit set forth in this Agreement to the Members will be respected by the IRS either because they have “substantial economic effect” or are otherwise consistent with the Members’ interests in the Company within the meaning of Section 704(b) of the Code; (e) the transactions described in the Transaction Documents have “economic substance” within the meaning of Section 7701(o) of the Code; (f) each Class A Member is and will continue to be subject to federal income tax at the Corporate Tax Rate, (g) state, local, foreign or other non-United States federal income taxes are inapplicable and (h) each Class A Member will be able to fully utilize all regular federal income tax benefits allocated to it from the Company.
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Fixed Tax Assumptions has the meaning set forth in Section 5.06(b)(iv)(A).
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Fixed Tax Assumptions has the meaning provided in the Company LLC Agreement.
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Examples of Fixed Tax Assumptions in a sentence

  • The Internal Rate of Return the Class A Members actually achieved will be calculated using the Fixed Tax Assumptions (unless they are incorrect due to breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents) and the calculation assumptions and conventions in Section 6.5(c).

  • The Internal Rate of Return the Class A Members actually achieved will be calculated using the Fixed Tax Assumptions (unless Limited Liability Company Agreement of Vivint Solar Xxxxxxx Project Company, LLC they are incorrect due to breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents) and the calculation assumptions and conventions in Section 6.5(c).

  • Besides that, re-using and recycling strategies allow waste materials to be put to beneficial use.

  • The Internal Rate of Return the Class B Members actually achieved will be calculated using the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) and the calculation assumptions and conventions in Section 6.5(c).

  • The Internal Rate of Return the Class B Member actually achieved will be calculated using the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) and the calculation assumptions and conventions in Section 7.11(c).

  • The Fixed Tax Assumptions will apply without regard to any changes in law and irrespective of any determination as to whether such assumptions were correct when made or whether any assumed or resulting tax treatment is allowable on or at any time after the Closing Date.

  • None of the assets of the Project Company are tax-exempt use property within the meaning of Section 168(h) of the Code (assuming that Investor is not a tax-exempt entity and that each of the Fixed Tax Assumptions listed in (b) through (g) of the definition thereof is accurate).

  • At the Company’s expense, the Managing Member shall cause the Company to retain the Accounting Firm to prepare all such Tax Returns in a manner consistent with this Agreement, including the Fixed Tax Assumptions and the Base Case Model.

  • The staff role within a committee, other than the one they serve in an employee capacity, is to be a resource.

  • PTC Amounts will be calculated on the basis of the Fixed Tax Assumptions, unless any Fixed Tax Assumption is incorrect as the result of the breach of a representation or covenant by the Class A Member in this Agreement or the Contribution Agreement.


More Definitions of Fixed Tax Assumptions

Fixed Tax Assumptions means the following assumptions: (i) the applicable depreciation periods, methods and conventions are shown correctly in the Base Case Model (but not including, for this purpose, any assumption about the accuracy of the purchase price allocation among the Project Company assets); (ii) the Company is a partnership and each of the Project Companies is a disregarded entity; (iii) the Class B Member is a partner in the Company; (iv) Company is the owner for federal income tax purposes of the Projects; and (v) the allocations of tax items (i.e., income gain, loss and deduction, but for the avoidance of doubt, not including depletion) to the Members will be respected by the IRS either because they have “substantial economic effect” or are otherwise consistent with the Members’ interests in the Company within the meaning of Section 704(b) of the Code; provided, however, that a Fixed Tax Assumption described above shall not be a Fixed Tax Assumption to the extent that either (a) such Fixed Tax Assumption is not true as the result of either a breach by the Class A Member or any Affiliate thereof of any representations, warranties or covenants made by such Person, or other obligations of such Person (but, subject to clause (b) below, not including the filing obligation in the third sentence of Section 7.6), to the Class B Member set forth in the Contribution Agreement or this Agreement, unless the action that gives rise to the breach was agreed to by a Major Decision or otherwise consented to by the Class B Member, or (b) the Managing Member does not file a Tax Return which is consistent with that Fixed Tax Assumption, other than as the result of (w) a Major Decision or otherwise consented to by the Class B Member, (x) the breach of a representation, warranty or covenant of the Class B Member under this Agreement or the Contribution Agreement, (y) a change in law, or (z) any final determination under a federal income tax audit or administrative or judicial proceeding involving such Tax Return or a Tax Return for a prior period making an adjustment to any item affected by that Fixed Tax Assumption; provided that such audit or administrative or judicial proceeding is prosecuted by the Company materially in the manner required by Article VII or (c) such Fixed Tax Assumption is not true as a result of any allocation of depletion.
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Fixed Tax Assumptions means the following assumptions: (i) the federal income tax rate (and the inapplicability of any state, local, foreign or other income taxes) and (ii) the applicable depreciation periods, methods and conventions, provided that such depreciation periods, methods and conventions shall not include the amounts used for such depreciation periods, methods and conventions (it being understood that the Base Case Model shall be adjusted to reflect the actual recognition by the Company or the Project Company of the deduction for such depreciation amounts).
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Fixed Tax Assumptions means the following assumptions: (i) the Company is a partnership and each of the Subject Companies is a disregarded entity for federal income tax purposes; (ii) the Class A Member and the Class B Member are the sole partners in the Company for federal income tax purposes; (iii) the Company is the owner for federal income tax purposes of the Projects; ; and (iv) the allocations of tax items (i.e., income gain, loss and deduction, but for the avoidance of doubt, not including depletion) by the Company to the Members, in each case, will be respected by the IRS either because they have “substantial economic effect” or are otherwise consistent with the Members’ interests in the Company within the meaning of Section 704(b) of the Code; provided, this assumption shall not apply to (A) the calculation of items of income, gain, loss, deduction, and credit, and (B) the timing that such items arise and occur.
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Fixed Tax Assumptions means the following assumptions: (i) the applicable depreciation periods, methods and conventions are shown correctly in the Base Case Model (but not including, for this purpose, any assumption about the accuracy of the purchase price allocation among the Project Company assets; (ii) the Company is a partnership and each of the Project Companies is a disregarded entity; (iii) the Class B Members are partners in the Company; (iv) the Company is the owner for federal income tax purposes of the Projects; (v) the allocations to the Members will be respected by the IRS either because they have “substantial economic effect” or are otherwise consistent with the Members’ interests in the Company within the meaning of Section 704(b) of the Code; (vi) the transactions that occur on the Effective Date will be characterized for federal income tax purposes as described in Section 4.2(d); and (ix) any adverse tax result caused by an act or omission of the Class B Purchasers will be ignored.
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Fixed Tax Assumptions are (a) the depreciation methods, periods and conventions shown in the Base Case Model including the assumption that the Project Company assets qualify for bonus depreciation pursuant to section 168(k) of the Code and Treasury Regulation section 1.168(k)-1 (but not including, for this purpose, any assumption about the accuracy of the purchase price allocation among the Project Company assets), (b) each Member will be treated as a partner for United States federal income tax purposes in the Company as of the Initial Closing Date, (c) the Company will be treated as owning the Project directly, (d) the allocations in the Company LLC Agreement will have “substantial economic effect” or are otherwise consistent with the members’ interests in the Company within the meaning of section 704(b) of the Code, ***** and (h) the income tax treatment of the Prepayment (including the timing of taxable income accruals and computation of each Member’s tax basis) is consistent with the treatment modeled in the Base Case Model; provided that the Flip Date will be calculated without regard to any particular Fixed Tax Assumption to the extent that such Fixed Tax Assumption proves incorrect because the Class A Member has breached a material representation, warranty or covenant in the Transaction Documents. “Flip Date” is the day on which the Calculated Amount equals zero.
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Related to Fixed Tax Assumptions

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Valuation Assumptions means, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by deductions arising from Basis Adjustments, the NOLs or Imputed Interest that are available as of such Early Termination Date will be utilized by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) if, at the Early Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Agreement combined tax rate means the sum of the tax rates:

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

  • Prepayment Assumption As defined in the Prospectus Supplement.

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  • Non-Excluded Tax has the meaning specified in Section 3.03.

  • Excluded Tax means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient (a) Taxes imposed on or measured by net income (however denominated, and including branch profits taxes) and franchise taxes, in each case (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed on any Recipient as a result of a present or former connection between such Recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising from any such Recipient having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, any Credit Document, or sold or assigned an interest in any Credit Document or Loan); (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which such Lender (i) acquires such interest in the Loan or Commitment or otherwise becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) changes its lending office, except in each case, to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes that are attributable to the failure by any Recipient to deliver the documentation required to be delivered pursuant to Section 2.20(f) or Section 2.20(g); and (d) Taxes imposed under FATCA.

  • child tax credit means a child tax credit under section 8 of the Tax Credits Act 2002;

  • Consolidated Tax Expense means, for any period, the tax expense of Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • Non-Excluded Taxes as defined in Section 2.20(a).

  • Recovered tax increment value means, except as otherwise

  • Unqualified Tax Opinion means an unqualified “will” opinion of a law firm of nationally recognized standing in the field of taxation. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.

  • Related Taxes means, without duplication (including, for the avoidance of doubt, without duplication of any amounts paid pursuant to any Tax Sharing Agreement):

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Available Tax Increment means the Gross Tax Increment received by the City from Hennepin County during the period preceding each semi-annual Payment Date, less (i) the amount of tax increment, if any, which the City must pay to the school district, the county and the state pursuant to Minnesota Statutes, Sections 469.177, Subds. 9 and 11; 469.176, Subd. 4h; and 469.175, Subd. 1a, as the same may be amended from time to time, (ii) actual administrative costs of the City in an amount not to exceed 10% of Gross Tax Increment.

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.

  • Realized Tax Detriment means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

  • Consolidated Tangible Assets means, for any Person, total assets of such Person and its consolidated Subsidiaries, determined on a consolidated basis, less goodwill, patents, trademarks and other assets classified as intangible assets in accordance with GAAP.

  • Qualified taxpayer means a person that either owns the resource to be rehabilitated or has a long-term lease agreement with the owner of the historic resource and that has qualified expenditures for the rehabilitation of the historic resource equal to or greater than 10% of the state equalized valuation of the property. If the historic resource to be rehabilitated is a portion of an historic or nonhistoric resource, the state equalized valuation of only that portion of the property shall be used for purposes of this subdivision. If the assessor for the local tax collecting unit in which the historic resource is located determines the state equalized valuation of that portion, that assessor's determination shall be used for purposes of this subdivision. If the assessor does not determine that state equalized valuation of that portion, qualified expenditures, for purposes of this subdivision, shall be equal to or greater than 5% of the appraised value as determined by a certified appraiser. If the historic resource to be rehabilitated does not have a state equalized valuation, qualified expenditures for purposes of this subdivision shall be equal to or greater than 5% of the appraised value of the resource as determined by a certified appraiser.

  • FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

  • Intended Tax Treatment has the meaning specified in the Recitals hereto.

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the holders of the Notes (as determined by the Company in good faith).