TAX ADJUSTMENTS definition

TAX ADJUSTMENTS means any AT&T Tax Adjustment, any NCR Tax Adjustment or any Lucent Tax Adjustment, as the case may be.

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TAX ADJUSTMENTS shall include (1) an adjustment to Net Profit to exclude any items which are traditionally not taken into account in computing federal taxable income of an individual and (2) a reduction to Net Profit to the extent of the aggregate prior Net Losses allocated to Unit Holders in prior periods, in each case as determined by the Board of Managers in its sole and absolute discretion. The Members acknowledge and agree that the Tax Distribution is intended to serve as a mere approximation of the federal and state income tax cost borne by the applicable Unit Holders based on the income earned by the Company. The portion received by any one Unit Holder may be more or less than the actual tax cost of such Person. (i) The Tax Distribution shall be calculated for all Unit Holders who receive (or are expected to receive) an allocation of federal taxable income from the Company’s Net Profits on their Schedule K-1s for the applicable Fiscal Year. The aggregate Tax Distribution amount shall be allocated among such Unit Holders pro rata, based on Percentage Interests, as adjusted for each Unit Holder’s date of issuance or cancellation. (ii) To the extent the Board determines that the Company has sufficient Available Cash, the Company will distribute the Tax Distribution to the eligible Unit Holders. To the extent the Board determines that the Company does not have sufficient Available Cash, the unpaid Tax Distribution will be carried forward and paid in future Fiscal Years before any Additional Distributions are paid. (iii) The Company shall have the right, in the reasonable discretion of the Board of Managers, to make any other elections or determinations required or permitted for federal or state income tax or other tax purposes, including, without limitation, the right to file consolidated state income tax returns and remit applicable tax payments on behalf of the Members when the Board of Managers deems it to be appropriate. The Board of Managers may rely upon the advice of the Company’s accountants or tax attorneys with respect to the making of any such election. In the event the Board of Managers makes such an election, the Tax Distribution shall be reduced by the amount of state tax payments made on behalf of the Members.

TAX ADJUSTMENTS. The above rates and charges do not include an allowance for revenue, gross receipts or other taxes. In the event the Agency's revenues from this S-1 Rate Schedule should

Examples of TAX ADJUSTMENTS in a sentence

• If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments.

• Garnishees – No. C-200257609 in the District Court of H▇▇▇▇▇ County, Texas, 127th Judicial District Notices of Tax Adjustments from the Congolese Ministry of Economy, Finance and Budget, dated June 16, 2003 regarding proposed adjustments to Congolese Tax Returns for Nuevo Congo and Nuevo Holding Sub respectively, for tax years 2000 and 2001.

• Fairfax shall be liable for, and shall indemnify and hold harmless, as appropriate, Odyssey Holdings, each Subsidiary or any other Member of the Odyssey Subgroup on an After-Tax Basis against any and all Tax Adjustments arising out of, or in connection with the Offering.

• Seller shall be entitled to any refunds (including interest) of Taxes under Section 7.1(f)(ii) attributable to any period (or portion thereof) ending on or before the Effective Date except to the extent such refunds were included in the computation of the Tax Adjustments.

• Ensign shall advise SpinCo with respect to any Final Determination of Tax Adjustments relating to the Ensign Consolidated Group if such Final Determination of Tax Adjustments may affect any Tax Attribute of any member of the SpinCo Group after the Distribution Date within 90 calendar days after such change is made or there is a Final Determination of such change.

• The Company shall, and shall cause each Business Unit Entity to, maintain separate records on a cash basis and accurately record therein any and all Receipts, Expenditures, Reserves and Tax Adjustments.

• If Buyer, Seller and their accountants are unable to agree as to the amount of the Tax Adjustment or any Additional Tax Adjustments or as to the payments due as a consequence of thereof, Buyer and Seller shall each submit its calculations of such amounts to a Big Six Accounting Firm agreed upon by Buyer and Seller for the determination by such Firm of such amounts, which determination shall be final and binding upon the parties.

• In the event and to the extent that the Tax Adjustment with respect to any Business Unit for the calendar year is different than the aggregate Computation Period Tax Adjustments for such Business Unit for such year, such difference shall be added to, or subtracted from, the next succeeding Computation Period Tax Adjustment for such Business Unit until fully accounted for.

• If the Tax Year changes and the effect of the change can be reasonably determined, Landlord may adjust Real Estate Taxes for the Tax Base Year to produce Tax Adjustments substantially equivalent to those which would have been calculated without a change in the Tax Year.

• Whenever Total Sub Taxes are calculated, each of the amounts referred to in clauses (i), (ii), (iii), (x), (y) and (z) of the preceding sentence shall be the total of all such amounts (with Tax Adjustments taken into account) for all periods beginning on or after the Effective Date (or, with respect to any period beginning before and ending after the Effective Date, the portion of such period beginning on the day after the Effective Date) and ending on or before the date of the calculation.

More Definitions of TAX ADJUSTMENTS

TAX ADJUSTMENTS means all amounts owed by Tenant as on account of Taxes.

TAX ADJUSTMENTS shall have the meaning set forth in Section 5.1(a). “Tax Distribution” shall have the meaning set forth in Section 5.1(a). “Transfer” shall have the meaning set forth in Section 9.1.