Pass-Through Income Tax Return definition

Pass-Through Income Tax Return means any Tax Return of a Group Company for, or which includes, a Pre-Closing Tax Period filed (or required to be filed) with respect to Income Taxes that are imposed directly on the Sellers or their direct or indirect beneficial owners (and not a Group Company).

Pass-Through Income Tax Return means any federal, state, local or non-U.S. Tax Return (including any schedule or attachment thereto) that reports income with respect to the Company but with respect to which the direct or indirect beneficial owners of the Company are also required to report such income on their respective Tax Returns (in whole or in part) or pay the related or associated Tax relating to such income (including, for the avoidance of doubt, IRS Form 1120-S and any similar state or local Tax Return).

Pass-Through Income Tax Return means a U.S. federal, state, local or foreign Tax Return reporting any item of income, gain, loss, deduction, credit or similar items of the Company that is allocable and reportable for tax purposes to the Sellers. For the avoidance of doubt, a Pass-Through Income Tax Return shall not include any Tax Return with respect to which the Company is considered an entity that is legally responsible for the payment of Tax shown as due.

Examples of Pass-Through Income Tax Return in a sentence

• Prior to filing any such Pass-Through Income Tax Return for a Coyote Tax Partnership for any Straddle Period, New Pubco (i) shall submit drafts of such Tax Returns to the Sellers for review and approval (not to be unreasonably withheld, conditioned or delayed).

• Note: Banner Form FTMACCI can be used to obtain the components of any index (access the form, Press F7 to clear the form, input the known information in the applicable fields, Press F8).

• Each Pass-Through Income Tax Return shall be prepared in accordance with the past practice of ATC Holdings and its Subsidiaries, unless otherwise required by Law or this Agreement.

• After the Closing Date, the Buyer, the Company and the Sellers’ Representative, respectively, shall (and the Buyer and the Company shall cause the Group Companies to) inform the other Parties in writing of the commencement of any Action, claim, audit, investigation, examination, or other proceeding or self-assessment with respect to a Pass-Through Income Tax Return for a Tax period ending on or before or including the Closing Date (a “Tax Contest”).

• Buyer shall provide Seller with a draft of any Straddle Period Return at least thirty (30) days prior to the due date thereof (including extensions) for Seller’s review and comment, and shall incorporate Seller’s reasonable comments; provided, that Buyer shall provide Seller with a draft K-1s related to any Pass-Through Income Tax Return of the Partially-Owned Target Company by May 15th and a final K-1s by July 15th, in each case of the year following the applicable taxable period.

More Definitions of Pass-Through Income Tax Return

Pass-Through Income Tax Return means, with respect to any Person, a Tax Return reporting items of income, gain, loss, deduction and credit of such Person if, under applicable Law, the direct or indirect beneficial owners of such Person are (i) required to report such items on the applicable Tax Returns of such direct or indirect beneficial owners and (ii) primarily liable for income Taxes with respect to such items. Pass-Through Income Tax Returns shall not include any Tax Return of a Person with respect to which the Person is itself legally responsible for the payment of Tax shown as due on such Tax Return under applicable law (for instance, a Tax Return with respect to an entity that is otherwise classified as an S corporation, partnership or disregarded entity for U.S. federal income Tax purposes will not be a Pass-Through Income Tax Return if such entity would be responsible for the payment of Taxes shown on such Tax Return, other than in connection with any “imputed underpayment” within the meaning of Section 6225 of the Code). For the avoidance of doubt, IRS Form 1065 and any similar state or local Tax forms are each Pass-Through Income Tax Returns.

Pass-Through Income Tax Return means any income Tax Returns of the Company where the Tax is primarily imposed on the Equityholders (or on the direct or indirect owners of any Equityholder) rather than the Company itself. For avoidance of doubt, IRS Forms 1120-S and any comparable state or local income Tax Returns of the Company are Pass-through Income Tax Returns. “Payoff Instructions” has the meaning set forth in Section 1.2(c). “Permits” has the meaning set forth in Section 3.11. “Permitted Liens” means (A) any Lien for Taxes, assessments or other governmental levies, fees or charges which are not due and payable as of the Closing Date, or being contested in good faith by appropriate proceedings and for which adequate reserves have been established on the Financial Statements or Estimated Closing Balance Sheet of the Company in accordance with GAAP; (B) mechanics liens and similar liens for labor, material or supplies provided with respect

Pass-Through Income Tax Return means any Tax Return (such as an IRS Form 1065 and associated IRS Schedules K-1 and corresponding or similar state and local Tax Returns) with respect to which the Company is treated as a flow-through or fiscally transparent entity for purposes of such Tax Return, i.e., where items of any income, gain, losses, deductions or other Tax items of the Company reflected on such Tax Returns are allocated to, and intended to be reflected on the Tax Returns of, the Company’s direct or indirect members, partners or equity owners (which shall include for this purpose any “composite”, non-resident partner withholding, or similar Tax Return). By way of example and without limitation, Tax Returns primarily concerning property Taxes, sales and use Taxes, payroll Taxes, and withholding Taxes (other than any such withholding Taxes associated with a “composite” or similar Tax Return) are not Pass-Through Income Tax Returns.

Pass-Through Income Tax Return means any Tax Return of a Group Company for, or that includes, a Pre-Closing Tax Period filed (or required to be filed) with respect to Income Taxes if a portion of such Income Taxes are imposed directly on the Sellers or their direct or indirect beneficial owners (and not imposed only on a Group Company). For the avoidance of doubt, any Income Tax Return filed in the state of Georgia shall be treated as a Pass-Through Income Tax Return for purposes of this Agreement.

Pass-Through Income Tax Return has the meaning set forth in Section 10.1.

Pass-Through Income Tax Return means the Company’s Internal Revenue Service Form 1065 partnership Tax Returns and comparable state and local Tax Returns.

Pass-Through Income Tax Return has the meaning defined in Section 6.20.