Maximum Tax Liability means the amount calculated by multiplying total income recognized, as reported by Disney for Federal income tax purposes, upon an exercise of this Option, by a percentage determined as follows: FR + SR (100-FR) + MR where: FR = the highest Federal income tax rate in effect at time of exercise of the Option; SR = the highest state income tax rate, if any, in effect at the time of exercise of the Option in the state where your principle Disney office is located; and MR = the Medicare tax rate in effect at time of exercise of the Option. The number of whole shares acquired upon any exercise of the Options that may be sold to discharge the Maximum Tax Liability shall be determined by dividing the Maximum Tax Liability by the fair market value (as defined in Section 2 of the Plan) of one share of Disney common stock on the date of exercise of the Option and disregarding any fractional amount resulting from such calculation. For the purposes hereof, your commitment to hold the percentage of shares referred to above for not less than twelve months unless you are already in compliance with the Disney Stock Ownership Requirement shall constitute an undertaking by you not to sell, transfer, pledge, encumber, assign or otherwise dispose of, except for certain transfers to “family members” and certain others permitted with the prior approval of the Committee pursuant to Section 6.7 of the Plan, any of such shares during such period. If you are employed pursuant to an employment agreement with Disney, any provisions thereof relating to the effect of a termination of your employment upon your rights with respect to this Option, including, without limitation, any provision regarding acceleration of this Option, shall be fully applicable and shall supersede the provisions hereof relating to the same subject matter, but in no event shall the restriction on sale of shares acquired upon the exercise of this Option referred herein apply after any termination of your employment with Disney.
Maximum Tax Liability has the meaning given such term in Section 5.5 hereof.
Maximum Tax Liability in respect of any Member for any quarter means an amount equal to the product of (x) the LLC's Net Income (as adjusted to the extent hereinafter provided) for such quarter, (y) a percentage equal to the then prevailing income tax rate applicable to individuals in the highest tax bracket for federal income tax purposes or, in the event a Member is an Entity subject to taxation, the income tax rate applicable to such Entity, and for state income tax purposes in the state having the highest applicable state income tax of any of the states in which any of the Members are subject to state income taxes and (z) a percentage equal to such Member's Membership Percentage. If there is a difference between the prevailing income and capital gains tax rates at either the federal or the state level, the Maximum Tax Liability shall be computed separately for ordinary income and capital gains, unless each of the Members otherwise agree. Income that is exempt from taxation shall not be included in the definition of Net Income for purposes of computing the Maximum Tax Liability.
Examples of Maximum Tax Liability in a sentence
The tax Distribution does not ex- ceed the Maximum Tax Liability from paragraph (b) of this section.
If there is a difference between the prevailing income and capital gains tax rates at either the federal or the state level, the Maximum Tax Liability shall be computed separately for ordinary income and capital gains, unless each of the Members otherwise agree.
Unless all of the Members (excluding Financial Rights Holders) otherwise agree, the LLC shall distribute to each Member, no later than the forty-fifth day after the end of each quarter, an amount in cash equal to the Maximum Tax Liability for such Member for such quarter.
Income that is exempt from taxation shall not be included in the definition of Net Income for purposes of computing the Maximum Tax Liability.
To the extent there is not sufficient Available Cash Flow to distribute cash in the amount of the Maximum Tax Liability to each Member, the amount to be so distributed to the Members shall be reduced in proportion to their Membership Percentages so as to distribute no more than the total Available Cash Flow at the time of distribution.
More Definitions of Maximum Tax Liability
Maximum Tax Liability means an amount determined for each Member for a completed Fiscal Year, or Fiscal Quarter, as the case may be, equal to the portion of the Company’s net income allocated to the Member for federal, state or local income tax purposes for such Fiscal Year, or Fiscal Quarter, multiplied by the sum of the highest marginal federal, state and local income tax rates for individuals, or if a greater rate, for corporations, and, in the case of a Member that is an Entity subject to franchise, margin or gross receipts tax, the highest franchise, margin or gross receipts tax rate, in effect for such Fiscal Year for that amount of the net income considered ordinary income and multiplied by the highest capital gains rate for individuals in effect for such Fiscal Year for that amount of the net income considered “net capital gains” (as such term is defined in Section 1222(11) of the Code) reduced by tax credits that would be available to such Member in respect of its investment in the Company. In determining cumulative Maximum Tax Liability for purposes of Section 4.3(a), net losses allocated to a Member for a Fiscal Year that are allowed to be carried forward under applicable tax laws to a later year shall be deducted from net income in that later year.
Maximum Tax Liability means for any taxable year, the sum of hypothetical federal, state and local taxes which shall be determined by multiplying the Company's taxable income (as determined under Section 703 of the Code including items required to be separately stated under Section 703(a)(1) of the Code) for such year by (i) for purposes of determining the hypothetical federal tax, the highest marginal federal income tax rate in effect for such year (including any surtax or surcharge) and (ii) for purposes of determining
Maximum Tax Liability means, for each Member, the product of (a) an amount determined by the Board (on an actual or estimated basis) for that Member for a completed Fiscal Period, as the case may be, equal to the sum of the portion of the Company’s net income allocated or to be allocated and guaranteed payments made or to be made to that Member for federal, state or local income tax purposes for such Fiscal Period multiplied by (b) an assumed tax rate equal to the maximum combined federal, state and local marginal income tax rate applicable to such Member, taking into account the deductibility of state and local income taxes. In addition, in determining the Maximum Tax Liability for any Member, net taxable losses allocated to that Member for a Fiscal Year shall be deducted from net taxable income allocated to that Member in a later Fiscal Year.
Maximum Tax Liability means, for each Member, the product of (a) an amount determined by the Managing Member (on an actual or estimated basis) for that Member for a completed Fiscal Period, as the case may be, equal to the sum of the portion of the Company’s net income allocated or to be allocated and guaranteed payments made or to be made to that Member for federal, state or local income tax purposes for such Fiscal Period multiplied by (b) an assumed tax rate equal to the maximum combined federal, state and local marginal income tax rate applicable to such Member, taking into account the deductibility of state and local income taxes. In addition, in determining the Maximum Tax Liability for any Member, net taxable losses allocated to that Member for a Fiscal Year shall be deducted from net taxable income allocated to that Member in a later Fiscal Year.
Maximum Tax Liability has the meaning set forth in Section 7.03(a).
Maximum Tax Liability means the amount calculated by multiplying total income recognized, as reported by Disney for Federal income tax purposes, upon an exercise of this Option, by a percentage determined as follows: FR + SR (100-FR) + MR where: FR = the highest Federal income tax rate in effect at time of exercise of the Option; SR = the highest state income tax rate, if any, in effect at the time of exercise of the Option in the state where your principle Disney office is located; and MR = the Medicare tax rate in effect at time of exercise of the Option.
Maximum Tax Liability is defined in Section 9.2(b) of this Agreement.