PTET definition

PTET means an entity-level tax imposed by any jurisdiction on an entity treated as a passthrough entity for U.S. federal income tax purposes in lieu of a tax on one or more of such entity’s partners, members or owners.

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PTET means a pass-through entity or similar tax imposed by an applicable state governmental authority.

PTET means any U.S. state or local “pass-through entity tax,” as determined by the Managing Partner.

Examples of PTET in a sentence

• Such amount may be allocated to such Partners (or former Partners who were Partners during the period to which such PTET Payment relates) in such proportions as the Managing Partner determines to be appropriate.

• If the Managing Partner determines pursuant to Section 4.6B that the Partnership or any subsidiary thereof should participate in a PTET Regime, the Partnership and the Partners shall undertake such actions and omissions as the Managing Partner determines are necessary or advisable to effect such participation and the desired apportionment of economic and tax benefits and burdens relating thereto.

• Notwithstanding Sections 8.1 and 8.2, the Managing Partner may modify calculations, allocations, and distributions of Net Income and Net Loss (or items thereof) so as to cause such amounts to be tentatively calculated and allocated in the same manner that they would have been had the Partnership not incurred any PTET Payment or as it otherwise determines to be necessary or appropriate to give effect to the intent of the Partners, as reflected in Sections 9.4A and 9.4B.

• Except as otherwise determined by the Managing Partner, any tax credit arising from or corresponding to a PTET Payment shall be allocated to the Partners and former Partners in the same manner as such PTET Payment is allocated under Section 9.4A.

• For the avoidance of doubt, no amount treated as a PTET Payment shall give rise to a tax payment loan under Section 9.3C, and no contribution made in respect of a PTET Payment will be treated as a Capital Contribution (except, to the extent required by applicable tax law, for purposes of maintaining Capital Accounts).

• Further, except as otherwise determined by the Managing Partner and notwithstanding Section 8.6A(i), items of Profit and Loss (and, subject to the limitations of Section 8.6B, taxable items corresponding thereto) arising from or attributable to any PTET Payment shall be allocated among the Partners and former Partners in the same manner as such PTET Payment is allocated pursuant to Section 9.4A above.

• The Managing Partner may also cause the Partnership to participate in one or more PTET regimes (each a “PTET Regime”).

More Definitions of PTET

PTET means an entity-level tax imposed by any “Domestic Jurisdiction” (as defined in Notice 2020-75) on an entity treated as a partnership for U.S. federal income tax purposes, as described in Notice 2020-75. “PTET Election” shall mean, with respect to a given “Domestic Jurisdiction” (as defined in Notice 2020-75), an election for an entity treated as a partnership for U.S. federal income tax purposes to be subject to PTET. “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping or disposing of any Hazardous Substance into the indoor or outdoor environment. “Representatives” means a Party’s directors, managers, officers, employees, accountants, attorneys, consultants, advisors, agents and other representatives or agents. “Restrictive Covenants Agreements” means those restrictive covenant agreements by and between Purchaser and each of the Sellers, each substantially in the form attached to Exhibit E. “Seller Benefit Plan” means each Employee Benefit Plan that provides, has provided, or may provide benefits and compensation in respect of any Business Employees or their beneficiaries or dependents, and is not (a) sponsored, maintained, or contributed to solely by the Company or (b) exclusively for the benefit of the Company Employees. Section 4.17(a) of the Company Disclosure Letter shall identify the Employee Benefit Plans that are Seller Benefit Plans. “Straddle Tax Period” means a Tax year or Tax period that includes, but does not end on, the Closing Date.