Tax Allowance Amount means, with respect to any Member for any fiscal quarter of the Company, an amount equal to the product of: (a) the highest combined federal, state and local tax rate applicable to any Member (and in the case of any Member that is a “pass-through” entity for income tax purposes, including those applicable to the ultimate beneficial owners of any such Member that are taxable entities or individuals) in respect of the taxable income and taxable loss of the Company in respect of such fiscal quarter, taking into account the deductibility of state and local taxes for federal income tax purposes, and (b) an amount equal to the remainder of (i) such Member’s share of the estimated net taxable income, other than that arising from, or attributable to, the Initial Public Offering, an Interim Capital Transaction or a sale transaction in connection with the liquidation of the Company, allocable to such Member arising from its ownership of an interest in the Company calculated through such fiscal quarter and (ii) any net losses (for income tax purposes) of the Company for prior Fiscal Years or net losses (for income tax purposes) prior fiscal quarters of the then current Fiscal Year that are allocable to such Member that were not previously utilized in the calculation of the Tax Allowance Amounts in a prior Fiscal Year or any prior fiscal quarter of the then current Fiscal Year.
Tax Allowance Amount means, with respect to any Member for any fiscal quarter of the Company, an amount equal to the product of: (i) the highest combined federal and applicable state and local tax rate applicable to any Member in respect of the taxable income and taxable loss of the Company in respect of such fiscal quarter, taking into account the deductibility of state and local taxes for federal income tax purposes, times (ii) an amount equal to the remainder of (a) such Member’s share of the estimated net taxable income allocable to such Member arising from its ownership of an interest in the Company calculated through such fiscal quarter minus (b) the sum of (1) any net losses (for income tax purposes) of the Company for prior Fiscal Years and such fiscal quarter that are allocable to such Member that were not previously utilized in the calculation of the Tax Allowance Amounts in a prior Fiscal Year and (2) the amount of all prior distributions (including distributions of Tax Allowance Amounts) for such Fiscal Year, all as determined by the Managing Member.
Tax Allowance Amount means cash distributions to each Member, proportionately based on each Member’s Percentage Interest, (i) with respect to each applicable calendar quarter, until each Member receives a distribution equal to the product obtained by multiplying (x) the sum (if greater than zero) of the items of taxable income, gain, loss, and deduction of the Company expected to be allocated to such Member under Article V for such calendar quarter by (y) the Assumed Tax Rate; and (ii) after the end of any taxable year, until each Member receives a distribution equal to the excess of (A) the product obtained by multiplying (x) the sum (if greater than zero) of the items of taxable income, gain, loss, and deduction of the Company allocated to such Member under Article V for such taxable year by (y) the Assumed Tax Rate, over (B) quarterly distributions previously made to such Member pursuant to clause (i) above with respect to such taxable year.
Examples of Tax Allowance Amount in a sentence
For the purposes of computing the Tax Allowance Amount, if any, the effect of any benefit to a Member under Section 734 or 743 of the Code, if any, will be ignored.
A Tax Allowance Amount paid to a Member under this Section 5.10 shall be treated as an advance against distributions to the same Member under this Agreement.
Upon such determination, the Company shall distribute each Member’s Tax Allowance Amount to such Member.
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Notwithstanding any other provision of this Agreement to the contrary and to the extent permitted by law, on or before the date in each fiscal quarter that estimated income taxes are required to be paid, the Managing Member shall determine the Tax Allowance Amount for each Member in respect of such quarter.
More Definitions of Tax Allowance Amount
Tax Allowance Amount means, with respect to any Limited Partner for any fiscal quarter of the Partnership, an amount equal to the product of: (i) the highest combined federal and applicable state and local tax rate applicable to any Limited Partner in respect of the taxable income and taxable loss of the Partnership in respect of such fiscal quarter, taking into account the deductibility of state and local taxes for federal income tax purposes, times (ii) an amount equal to the remainder of (a) such Limited Partner’s share of the estimated net taxable income allocable to such Limited Partner arising from its ownership of an interest in the Partnership calculated through such fiscal quarter minus (b) the sum of (1) any net losses (for income tax purposes) of the Partnership for prior Fiscal Years and such fiscal quarter that are allocable to such Limited Partner that were not previously utilized in the calculation of the Tax Allowance Amounts in a prior Fiscal Year and (2) the amount of all prior Distributions for such Fiscal Year, all as determined by the General Partner.
Tax Allowance Amount means, with respect to any Partner (including a Warrant holder if such Warrant holder is treated as owning an equity interest in the Partnership for U.S. federal, state or local income tax purposes), for any calendar quarter, (i) forty percent (40%) of the excess of (a) the estimated taxable income allocable to such Partner arising from its ownership of a Partnership Interest for the fiscal year through such calendar quarter over (b) any losses of the Partnership for prior fiscal years and such fiscal year that are allocable to such Partner that were not previously utilized in the calculation of Tax Allowance Amounts minus (ii) prior distributions of Tax Allowance Amounts for such fiscal year received by such Partner, all as determined by the General Partner in good faith. The amount so determined by the General Partner shall be the Tax Allowance Amount for such period and shall be final and binding on all Partners.
Tax Allowance Amount means, for any calendar quarter, an amount of cash -------------------- equal to the sum of (i) the product of (q) the amount of net taxable income allocable by Holdings to the ICI Member and (r) 38%, (ii) the product of (s) the amount of net taxable income allocable by Holdings to the H Member and (t) 38%, (iii) the product of (u) the amount of net taxable income allocable by Holdings to the BTCP Member and (v) 38%, (iv) the product of (w) the amount of net taxable income allocable by Holdings to the CEA Member and (x) 38%, and (v) the product of (y) the amount of net taxable income allocable by Holdings to the GSG Member and (z) 38%, provided, however, that, had each of the amounts determined -------- ------- pursuant to clauses (i), (ii), (iii), (iv) and (v) been distributed directly to the relevant members of Holdings, if the H Member would have received more than 60% of the aggregate tax allowance amounts so computed, the ICI Member would have received more than 30% of the aggregate tax allowance amounts so computed, either the BTCP Member and/or the CEA Member would have received more than 4 4/9% of the aggregate tax allowance amounts so computed and/or the GSG Member would have received more than 1 1/9% of the aggregate tax allowance amounts so computed, then the tax allowance amount determined with respect to the other members of Holdings shall be increased for purposes of computing the Tax Allowance Amount so that the Tax Allowance Amount is an aggregate amount that, if distributed directly to the relevant members of Holdings, would be distributed 60% to the H Member, 30% to the ICI Member, 4 4/9% to the BTCP Member, 4 4/9% to the CEA Member and 1 1/9% to the GSG Member; provided, that as -------- a result of the immediately preceding proviso, the Tax Allowance Amount shall not exceed the product of (a) the net taxable income of Holdings determined on a hypothetical basis as if Holdings were treated as a corporation for U.S. income tax purposes and (b) 40%. In calculating the Tax Allowance Amounts, the amounts of net taxable income allocable by Holdings to each Member shall be increased or decreased, as necessary, to reflect the extent to which estimated amounts of net taxable income used to calculate Tax Allowance Amounts for previous quarters were greater or lesser than the actual amounts of net taxable income reported on Holdings' U.S. federal income tax return.
Tax Allowance Amount means, for any calendar quarter, an amount of cash equal to the product of (i) the aggregate amount of net taxable income allocable by Holdings to its Members and (ii) 38%, PROVIDED, HOWEVER, that, had each Member been distributed directly an amount equal to the product of the amount of net taxable income allocable by Holdings to such Member and 38%, if any Member would have received more than its Equity Proportion of the aggregate tax allowance amounts distributed to all Members so computed, then the tax allowance amounts determined with respect to the other members of Holdings shall be increased for purposes of computing the Tax Allowance Amount so that the Tax Allowance Amount is an aggregate amount that, if distributed directly to the relevant members of Holdings, would be distributed in accordance with their respective Equity Proportions; PROVIDED, that as a result of the immediately preceding proviso, the Tax Allowance Amount shall not exceed the product of (a) the net taxable income of Holdings determined on a hypothetical basis as if Holdings were treated as a corporation for U.S. income tax purposes and (b) 40%. In calculating the Tax Allowance Amounts, the amounts of net taxable income allocable by Holdings to each Member shall be increased or decreased, as necessary, to reflect the extent to which estimated amounts of net taxable income used to calculate Tax Allowance Amounts for previous quarters were greater or lesser than the actual amounts of net taxable income reported on Holdings' U.S. federal income tax return.
Tax Allowance Amount means, with respect to any Member (including a holder of EPIC Warrants if such holder is treated as holding an equity interest in the Company for federal, state or local income tax purposes), for any calendar quarter, (i) forty percent (40%) of the excess of (a) the estimated taxable income allocable to such Member arising from its ownership of an interest in the Company for the fiscal year through such calendar quarter over (b) any losses of the Company for prior fiscal years and such fiscal year that are allocable to such Member (or the predecessor in interest to such Member) that were not previously utilized in the calculation of Tax Allowance Amounts for any period minus (ii) prior distributions of Tax Allowance Amounts for such fiscal year, all as determined by the Accountants in good faith. The amount so determined by the Accountants shall be the Tax Allowance Amount for each period and shall be final and binding on all Members.
Tax Allowance Amount means, with respect to any Member, for any calendar quarter (a) forty percent (40%) of the excess of (i) such Member's share of the estimated net taxable income for such Fiscal Year allocable to such Member arising from its ownership of an interest in the Company calculated through such calendar quarter over (ii) any net losses (for income tax purposes) of the Company for prior Fiscal Years and such Fiscal Year that are allocable to such Member that were not previously utilized in the calculation of the Tax Allowance Amounts minus (b) all prior distributions (including distributions of Tax Allowance Amounts) for such Fiscal Year, all as determined by the Management Committee in good faith. The amount so determined by the Management Committee shall be the Tax Allowance Amount for such period and shall be final and binding on all Members.
Tax Allowance Amount means, with respect to any Member, for any calendar quarter, (i) forty percent (40%) of the excess of (i) the estimated taxable income allocable to such Member arising from its ownership interest in Borrower for the fiscal year through such calendar quarter over (b) any losses of Borrower for prior fiscal years and such fiscal year that are allocable to such Member that were not previously utilized in the calculation of the Tax Allowance Amounts for any period minus (ii) prior distributions of Tax Allowance Amounts for such fiscal year, all as determined by Borrower's accountants in good faith. The amount so determined by such accountants shall be the Tax Allowance Amount for such period and shall be final and binding on all Members.