Ultimate Member definition
Ultimate Member means, with respect to each Tax Year in which Holdings qualifies as a Flow-Through Entity, (i) a Member that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Borrower and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Member for tax purposes, and (ii) a Person (other than a Member) that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Borrower and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Person for tax purposes.
Ultimate Member means, with respect to each Tax Year in which Holdings qualifies as a Flow-Through Entity, (i) a Member that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Company and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Member for tax purposes, and (ii) a Person (other than a Member) that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Company and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Person for tax purposes.