Member Tax Liability definition

Member Tax Liability has the meaning assigned to such term in Section 6.2(a).
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Member Tax Liability with respect to a taxable year means, for each Member, the product of (x) the net income or net loss of the Company, calculated as the items of income (other than tax-exempt income), loss and deduction described in Section 703(a) of the Code allocable to such Member for United States federal income tax purposes for the taxable year, reduced by the sum of net losses or deductions (if any) allocated to such Member by reason of its Percentage Interest in the Company in prior taxable years and which have not previously reduced the net income of the Company allocated to such Member for purposes of calculating the Member Tax Liability, and (y) the Member's Assumed Tax Rate.
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Member Tax Liability shall have the meaning ascribed thereto in Section 7(b) of this Agreement
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Examples of Member Tax Liability in a sentence

  • An individual who is eligible to become a Member of the Trust may do so on application to the Trust and in accordance with the provisions of paragraphs 7 and 8 below.

  • Notwithstanding anything set forth herein to the contrary, in the event the Company has insufficient funds to cover a Member Tax Liability, the Lender hereby agrees to pay the Company’s Members an amount required for each Member to pay all amounts owed in connection with the Member Tax Liability (a “Member Tax Payment”).

  • The customer also has the right to terminate the Agreement by giving two (2) weeks’ notice by paying the early termi- nation charge specified in the price-list valid at any given time.

  • The SSI ----------------------------------------------------- Member Tax Liability and the Separate STI Member Tax Liability shall not be less than zero.

  • If such final determination results in an increase in such Subsidiary Member’s Member Tax Liability, such Subsidiary Member shall pay to Parent not later than five days after such final determination an amount equal to the excess of the new Member Tax Liability of such Subsidiary Member over the amount previously paid to Parent by such Subsidiary Member.

  • Within ninety (90) days of the close of each fiscal year, the Company shall make a distribution of Distributable Cash to each Member equal to such Member's Member Tax Liability for such fiscal year, other than the year in which the Company liquidates.

  • According to social contract theory, our status as citizens of particular law-governed states is freely chosen and, by hypothetical consent, continuously re-chosen.

  • As a direct and proximate result of the Defendants Takata, TK Holdings, Honda Motor, Honda R&D, American Honda, and Honda Mfg.’s, negligence and the breaches complained of herein, Plaintiff’s Decedent suffered serious and permanent injuries including scarring, excruciating pain and suffering, mental anguish, emotional distress, and other injuries, as a result of the Incident on April 16, 2016, which ultimately led to her untimely and wrongful death.

  • The adversary To explain types of faulty behavior, we suppose that the faulty processors are selected, corrupted and manipulated by an adversary.

  • Any distributions authorized by the Board other than Liquidating Distributions pursuant to Section 3.05 shall be distributed among the Members based on their Percentage Interests as reflected on Schedule A; provided, however, that the Board shall annually distribute cash to the members based on their Percentage Interests as reflected on Schedule A in an amount equal to the Estimated Member Tax Liability to the extent such a distribution is legally permitted.


More Definitions of Member Tax Liability

Member Tax Liability. With respect to any taxable year of SFI -------------------- and each of its subsidiaries the federal income tax liability that SFI or each such subsidiary would have incurred if it had filed a separate federal income tax return and not had been included in the SHI Group for each such taxable year and all prior taxable years. For purposes of calculating the Member Tax Liability (a) section 1.1552-1(a)(2)(ii)(a) - (h) shall apply, and (b) any such amounts shall be computed using the highest marginal rate in effect for each such taxable year under section 11 of the Code rather than graduated rates.
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Member Tax Liability. “ means the hypothetical Federal income tax liability of a Member for a taxable year determined as if such Member had filed its own separate Federal income tax return for such taxable year and all prior taxable years ending after the date hereof, except that the Member shall be treated as having available as loss or credit carryovers for purposes of computing the Member’s Tax Liability all losses or credits previously generated by it in taxable years ending after the date hereof and utilized by other Members, except to the extent such losses or credits were previously taken into account in computing the Member’s Member Tax Liability or Member Tax Refund. Such hypothetical Federal income tax liability shall be determined at the end of the taxable year and shall reflect any tax elections, conventions, treatments or methods which are actually utilized by the Group in filing its consolidated Federal income tax return. Such hypothetical Federal income tax liability shall not be less than zero.
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Related to Member 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.

  • 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.

  • Tax Liabilities means all liabilities for Taxes.

  • 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).

  • 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.

  • 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.

  • State premium tax liability means any liability

  • 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.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • 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.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • 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.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

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

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

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

  • After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

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

  • 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.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

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

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.