Holdings Group Combined Tax Liability definition

Holdings Group Combined Tax Liability means, with respect to any taxable period, the Holdings Group's liability for Non-Federal Combined Taxes as determined under Section 4.3 of this Agreement.
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Examples of Holdings Group Combined Tax Liability in a sentence

  • Following the payment of any installment payment with respect to any Combined Tax Return for any Pre-Deconsolidation Period, Continental may reasonably determine the estimated amount of the Holdings Group Federal Income Tax Liability and Holdings Group Combined Tax Liability and within the first twenty (20) days following such payment provide Holdings with a written notice of such determination.

  • For each Pre-Deconsolidation Taxable Period, Holdings shall be liable to Continental for the Holdings Group Federal Income Tax Liability and the Holdings Group Combined Tax Liability for such taxable period.

  • For the Deconsolidation Year, in the event of a change in the treatment of any Tax Item of any member of the Consolidated Group or a Combined Group as a result of a Final Determination, CEI shall calculate the change to the Holdings Group Federal Income Tax Liability or Holdings Group Combined Tax Liability (including any adjustment to the Deemed NOL Amount).

  • With respect to any taxable year, or portions thereof, ending prior to the Deconsolidation Year and beginning on or after the Effective Date, the Holdings Group Combined Tax Liability shall be the sum for such taxable period of the Holdings Group’s liability for Taxes owed with respect to Combined Returns, as determined on the Holdings Group Pro Forma Combined Returns prepared in a manner consistent with the principles and procedures set forth in Section 3.02 hereof.

  • For each taxable year, or portion thereof, ending prior to the Deconsolidation Year and beginning on or after the Effective Date, the Holdings Group shall be liable to CEI for an amount equal to the Holdings Group Federal Income Tax Liability and the Holdings Group Combined Tax Liability to the extent such liabilities are paid by CEI.

  • With respect to the Deconsolidation Year, the Holdings Group Combined Tax Liability shall be the sum for such taxable period of the Holdings Group’s liability for Taxes owed with respect to Combined Returns, as determined on the Holdings Group Pro Forma Combined Returns prepared in a manner consistent with the principles and procedures set forth in Section 5.02 hereof.

  • For any taxable year ending prior to the Deconsolidation Year and beginning on or after the Effective Date, in the event of a change in the treatment of any Tax Item of any member of the Consolidated Group or a Combined Group as a result of a Final Determination, CEI shall calculate the change to the Holdings Group Federal Income Tax Liability or the Holdings Group Combined Tax Liability (including any adjustment to the Deemed NOL Amount).

  • For the Deconsolidation Year, Holdings will pay CEI (a) the pro forma Holdings Group Federal Income Tax Liability and (b) the pro forma Holdings Group Combined Tax Liability reduced by any payments received by CEI pursuant to the State Tax Sharing Agreements, within sixty (60) days following the delivery to Holdings by CEI of a Holdings Group Pro Forma Consolidated Tax Return or a Holdings Group Pro Forma Combined Return, as the case may be.

  • For the Deconsolidation Year, the Holdings Group shall be liable to CEI for an amount equal to the Holdings Group Federal Income Tax Liability and the Holdings Group Combined Tax Liability to the extent such liability was paid by CEI.

  • With respect to any Pre-Deconsolidation Period, the Holdings Group Combined Tax Liability shall be the sum for such taxable period of the Holdings Group's liability for each Non-Federal Combined Tax, as determined on Pro Forma Holdings Group Combined Returns prepared in a manner consistent with the principles and procedures set forth in Section 4.2 hereof.

Related to Holdings Group Combined Tax Liability

  • 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.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

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

  • Tax Liabilities means all liabilities for Taxes.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • 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.

  • State premium tax liability means any liability

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

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

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

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

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis wherein Holdings or one or more Holdings Affiliates join in the filing of such Tax Return (for any taxable period or portion thereof) with Continental or one or more Continental Affiliates.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

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

  • Tax Attributes means net operating losses, capital losses, tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, tax bases, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

  • Unconsolidated Affiliate means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • 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.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends after the Closing Date.

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Consolidated Group Pro Rata Share means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.