Stand-Alone Tax definition

Stand-Alone Tax means an amount computed as of the end of any Estimated Tax Period for the total U.S. federal and state income taxes for which Borrower's [stockholder/stockholders/members/partners] would be liable (or if losses are being incurred, refunds to which [he/she/it/they] would be entitled) if [his/her/its/their] income was only from the items of income, gain, loss, deduction or credit attributable to Borrower for the period beginning on the first day of such Estimated Tax Period and ending on the last day of such Estimated Tax Period, determined on an annualized basis. The tax rates applied to such income are to be based on the [Individual/Corporate] Rates described below; and
Stand-Alone Tax means an amount (which shall never be less than zero) computed as of the end of any month for the total U.S. federal, state, local and foreign (but only to the extent that foreign taxes are imposed on the Subsidiary's income, but paid or payable by its shareholder to the foreign jurisdiction imposing such taxes on behalf of the subsidiary) income taxes (a) for which Subsidiary's Shareholders would be liable if their income was only from the items of income, gain, loss, deduction or credit arising out of Subsidiary's business and operations for the period beginning on the first day of such month and ending on the last day of such month, determined on an annualized basis, or (b) one twelfth (1/12) of the tax liability expected to be reported for the year, whichever is greater. The tax rates applied to such income are to be based on the maximum individual, U.S. federal, state, local and foreign income tax rates imposed by Section 1 of the Internal Revenue Code of 1986, as amended and as it may be amended, and by the equivalent provisions of the state, local and foreign (but only to the extent that foreign taxes are imposed on the Subsidiary's income, but paid or payable by its Shareholder to the foreign jurisdiction imposing such taxes on behalf of the subsidiary) income taxes (based on the assumption that all tax payments are subject to state and local income tax at the domiciliary of the Shareholders in Ohio and no other state or municipality). All of the preceding shall be computed without regard to phase-in and phase-out rules for minimum tax and alternative minimum tax, interest and penalties, but shall include any surtax, and shall reflect the benefits of the deducibility of state and local income taxes and allowable tax credits in effect for each of the respective taxable periods. These tax payments will not recognize any future carry forward or carry back tax benefits to Continental Global Group, Continental Conveyor & Equipment Company and Goodxxx Xxxveyor Company.
Stand-Alone Tax means an amount (which shall never be less than zero) computed as of the end of any quarter for the total U.S. federal, state, local and foreign (but only to the extent that such state, local or foreign taxes are imposed on the Subsidiaries' income, but paid or payable by the Shareholder to the jurisdiction imposing such taxes on behalf of the Subsidiaries) income taxes for which the Shareholder would be liable if its income was only from the items of income, gain, loss, deduction or credit arising out of the Subsidiaries' business and operations for the period beginning on the first day of such quarter and ending on the last day of such quarter, determined on an annualized basis, provided that the amount for the final quarter of any year shall be adjusted for any difference between amounts provisionally and finally determined for prior quarters. The tax rates applied to such income are to be based on the maximum corporate, U.S. federal, state, local and foreign income tax rates imposed by Section 11 of the Internal Revenue Code of 1986, as amended and as it may be amended, and by the equivalent provisions of the state, local and foreign (but only to the extent that state, local, foreign taxes are imposed on the Subsidiaries' income, but paid or payable by the Shareholder to the jurisdiction imposing such taxes on behalf of the Subsidiaries) income tax laws. All of the preceding shall be computed without regard to phase-in and phase-out rules for minimum tax and alternative minimum tax, interest and penalties, but shall include any surtax, and shall reflect the benefits of the deductibility of state and local income taxes and allowable tax credits in effect for each of the respective taxable periods. The computation of Stand-Alone Tax shall give effect to any carrybacks or carryovers of losses, credits, etc. that would be available to the Subsidiaries on a separate return basis.

Examples of Stand-Alone Tax in a sentence

  • The Estimated Tax Payments owed by the NewCo Group or any of its members for any such taxable period (or portion thereof) shall be determined in accordance with the definition of NewCo Stand-Alone Tax Liability.

  • The Estimated Tax Payments owed by the Match Group or any of its members for any such taxable period (or portion thereof) shall be determined in accordance with the definition of Match Stand-Alone Tax Liability.

  • If the Controlled Group has a negative Stand-Alone Tax Liability with respect to any Consolidated or Combined State Income Tax Return described in the preceding sentence, Controlled Co. shall be entitled to a payment from Distributing Co. to the extent provided in the last sentence of Section 5.3(b).

  • In the case of any Consolidated or Combined State Income Tax Return originally filed after the Distribution Date, Controlled Co. shall be liable to Distributing Co. for the Controlled Group's positive Stand-Alone Tax Liability, if any, with respect to such Consolidated or Combined State Income Tax Return.

  • If an amended Centuri Stand-Alone Tax Return is required to be filed as a result of an amendment made to a Joint Return pursuant to an Adjustment, then the Parties shall cooperate to ensure that such amended Centuri Stand-Alone Tax Return can be prepared and filed in a manner that preserves confidential information including through the use of third-party preparers.

  • Parent shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Joint Returns and all Parent Stand-Alone Tax Returns, including any amendments to such Tax Returns.

  • The arithmetic difference between the MidAmerican Group Stand-Alone Tax Liability and the MidAmerican Group Consolidated Tax Liability is hereinafter referred to as the "Tax Allowance".

  • If the amount of all Quarterly Payments during a tax year is greater than the ClimaChem Stand-Alone Tax Liability for such year, as determined by LSB, then LSB will, within 15 days of the determination of the ClimaChem Stand-Alone Tax Liability, pay to ClimaChem the amount of such excess.

  • If the sum of all Quarterly Payments during a tax year is less than the ClimaChem Stand-Alone Tax Liability for such year, as determined by LSB, then ClimaChem will, within 15 days after receipt of notice by LSB, pay to LSB, the amount equal to the deficiency.

  • In accordance with Section 1.C.l. above, if the MidAmerican Group Consolidated Tax Liability is greater than the MidAmerican Group Stand-Alone Tax Liability, MRSC shall pay an amount equal to the Tax Allowance to MidAmerican pursuant to Section 1.D. below.


More Definitions of Stand-Alone Tax

Stand-Alone Tax means an amount (which shall never be less than zero) computed as of the end of any month for the total U.S. federal, state, local, and foreign (but only to the extent that foreign taxes are imposed on the Subsidiary's income, but paid or payable by its Shareholder, or by the direct or indirect individual shareholder(s) of its Shareholder, to the foreign jurisdiction imposing such taxes on behalf of the Subsidiary) income taxes (a) for which direct or indirect individual shareholders of Subsidiary's Shareholder would be liable if such Shareholder's income was only from the items of income, gain, loss, deduction, or credit reportable by the Subsidiary for such tax purposes for the period beginning on the first day of such month and ending on the last day of such month, determined on an annualized basis, or (b) one twelfth (1/12) of the tax liability expected to be reported for the year, whichever is greater. The tax rates applied to such income are to be based on the maximum individual U.S. federal, state, local, and foreign income tax rates imposed by Section 1 of the Internal Revenue Code of 1986, as amended and as it may be amended, and by the equivalent provisions of the state, local, and foreign (but only to the extent that foreign taxes are imposed on the Subsidiary's income, but paid or payable by its Shareholder to the foreign jurisdiction imposing such taxes on behalf of the Subsidiary) income taxes (based on the assumption that all tax payments are subject to state or municipality). All of the preceding shall be computed without regard to phase-in and phase-out rules for minimum tax and alternative minimum tax, interest, and penalties, but shall include any surtax, and shall reflect the benefits of the deductibility of state and local income taxes and allowable tax credits in effect for each of the respective taxable periods. These tax payments will not recognize any future carry forward or carry back tax benefits to Paragon, A. B. Dick, Curtis, ITEK, and Curtxx Xxx.

Related to Stand-Alone Tax

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

  • Applicable Taxes means the Goods and Services Tax (GST), the Harmonized Sales Tax (HST), and any provincial tax, by law, payable by Canada such as, the Quebec Sales Tax (QST) as of April 1, 2013.

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

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Available Tax Increment means the Gross Tax Increment received by the City from Hennepin County during the period preceding each semi-annual Payment Date, less (i) the amount of tax increment, if any, which the City must pay to the school district, the county and the state pursuant to Minnesota Statutes, Sections 469.177, Subds. 9 and 11; 469.176, Subd. 4h; and 469.175, Subd. 1a, as the same may be amended from time to time, (ii) actual administrative costs of the City in an amount not to exceed 10% of Gross Tax Increment.

  • Consolidated Income Tax Expense for any period means the provision for taxes of the Issuer and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

  • Taxable income means, in the case of an individual, federal adjusted gross income determined without regard to 26 U.S.C. § 168(k) and:

  • Applicable Tax means any tax applicable in the jurisdiction of the Work;

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Eligible taxpayer means a taxpayer that meets both of the following conditions:

  • Consolidated Tax Expense means, for any period, the tax expense of Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • Applicable Tax Rate means (a) 40% or (b) if, at the time of the relevant distribution described in Section 7.6(f) herein, the highest combined federal, state and local marginal rate applicable to corporate taxpayers residing in New York City, New York, taking into account the deductibility of state and local income taxes for federal income tax purposes shall exceed 40%, such higher rate.

  • Tax Limitation Period means the Tax Years for which the Applicant’s Qualified Property is subject to the Tax Limitation Amount and as further identified in Section 2.3.D of this Agreement.

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).

  • Applicable Tax Law means any Applicable Law relating to Taxes, including regulations and other official pronouncements of any Governmental Entity or political subdivision of such jurisdiction charged with interpreting such Applicable Law.

  • 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 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.

  • 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.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period, e.g., a quarter) with respect to which any Tax may be imposed under any applicable Law.

  • FATCA Withholding Tax means any withholding or deduction required pursuant to FATCA.