Tax Priority definition

Tax Priority with respect to each LP Unit means, with respect to each year, an amount equal to the sum of (i) the product of (A) the highest combined federal, state and local income tax rate, taking into account the federal deduction for state and local taxes, for individuals resident in California and (B) the amount of allocations of taxable income (exclusive of net capital gain) to a LP Unit held by ICGI Holdings with respect to such year net of allocations of losses to such LP Unit to the extent such losses were not utilized in a prior year to offset allocations of net income in respect of such LP Unit and (ii) the product of (A) the highest combined federal, state and local income tax rate, taking into account the federal deduction for state and local taxes, on long term capital gains for individuals resident in California and (B) the amount of allocations of net capital gain to a LP Unit held by ICGI Holdings with respect to such year; provided, however, if the Tax Priority with respect to the Public Company is not sufficient to enable the Public Company to pay (x) all of its actual federal, state, and local tax liability for any year and (y) any obligations under the Tax Receivable Agreement entered into by and between the Public Company and ICGI Holdings, then the Tax Priority with respect to each LP Unit will be increased to an amount sufficient for the Public Company to pay such liabilities.
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Tax Priority with respect to a holder of Shares means, with respect to each year, an amount equal to the sum of (i) the product of (A) the highest combined federal, state and local income tax rate, taking into account the federal deduction for state and local taxes, for individuals resident in New York City and (B) the amount of allocations of taxable income (exclusive of net capital gain) to the Shares of such holder with respect to such year and (ii) the product of (A) the highest combined federal, state and local income tax rate, taking into account the federal deduction for state and local taxes, on long term capital gains for individuals resident in New York City and (B) the amount of allocations of net capital gain to the Shares of such holder with respect to such year; provided that the rates used to compute the Tax Priority shall be no less than the actual combined federal, state and local income tax rates applicable to the allocable shares of income and net capital gain of the Managing Member.
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Examples of Tax Priority in a sentence

  • The Executive Committee shall distribute to the Members promptly following receipt the amount of all Tax Priority Distributions which amounts shall be allocated and distributed among the Members in accordance with their Common Units.

  • Unsecured Claim means a Claim against any Debtor other than a Secured Claim, an Administrative Expense Claim, a Fee Claim, a DIP Lender Claim, Priority Non-Tax Claim, or a Tax Priority Claim.

  • If the Buyer does not assume the Allowed Tax Priority Claims in accordance with section 2.2(c), the Banks will lend the Alternative Bank Loan to the Buyer, pursuant to documentation reasonably satisfactory to the Banks and the other parties thereto but generally on the terms set forth on schedule 2.2(b), to be applied by the Buyer to pay to the Sellers all or a portion of the Additional Purchase Price for the Assets, as provided in section 2.2(c).

  • Holders of Administrative Claims and Tax Priority Claims are not classified and are not entitled to vote because the Bankruptcy Code requires the Debtor to pay the holders of such Claims in full.

  • Subject to the availability of Net Cash Flow, the Managing Member shall distribute to the Members on an annual basis with respect to each year and within 90 days following the end of such year amounts equal to no less than the Tax Priority with respect to their Shares for such year.

  • Subject to the availability of Net Cash Flow, the Managing Member shall distribute to the Members on an annual basis with respect to each year amounts equal to no less than the Tax Priority with respect to their Shares for such year, such distributions to occur within 105 days following the end of such year or by such earlier date as may be necessary to enable the Managing Member to pay on a timely basis all applicable federal, state and local income taxes for such year.

  • If the Buyer assumes the Allowed Tax Priority Claims in accordance with section 2.2(c), the amount in escrow shall be released and paid to the Banks.

Related to Tax Priority

  • Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • Lower Priority As of any date of determination and any Class of Subordinate Certificates, any other Class of Subordinate Certificates then outstanding with a later priority for payments pursuant to Section 4.02 (a).

  • Priority Tax Claims means Claims of governmental units of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Other Priority Claim means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.