Computation of Tax Liability. Subject to Section 4.07, the tax charge payable by, or the tax refund payable to, a Subsidiary under this Agreement for any Consolidated Return Year shall be the amount that would have been payable if the Subsidiary were actually filing its Pro Forma Subsidiary Return for such Consolidated Return Year. If the Pro Forma Subsidiary Return prepared with respect to any Subsidiary reflects a net operating loss, net capital loss, excess tax credit or other deductible or creditable tax attribute that such Subsidiary could have carried back to a prior Consolidated Return Year had it actually filed its Pro Forma Subsidiary Return on a separate company basis for such prior year, then MBIA shall pay to such Subsidiary the refund (if any) that such Subsidiary would have received as a result of the carryback of such attribute to a Pro Forma Subsidiary Return for any Consolidated Return Year. The amount of such refund will be computed as if such Subsidiary had filed a separate tax return for the prior Consolidated Return Year, and otherwise in accordance with the principles of Section 2.02.
Computation of Tax Liability. Bank Subsidiary shall compute and accrue its separate liability or benefit, if applicable, for federal income taxes. Such computation shall take into account all taxable income and tax deductible expense items of Bank Subsidiary only and shall give full effect to any tax credits earned by Bank Subsidiary only; such computation shall be performed so as to compute the separate tax liability or tax benefit of Bank Subsidiary independent of any other members of the consolidated group. Such computation shall follow generally accepted accounting principles of accrual accounting. The Bank Subsidiary shall pay Federal consolidated quarterly estimates on or around the dates [the 15 day of April, June September, and December each year] on which corporations are obligated to make estimated income tax payments. Not later than 10 days after filing Federal consolidated income tax returns. Parent and Bank Subsidiary shall make final settlement of the prior year’s tax liability.
Computation of Tax Liability. For purposes of computing the amount of federal, state and local income taxes payable by a Protected Member, a Protected Member’s tax liability shall be computed assuming that the Protected Member is subject to tax on income or gain at the highest marginal federal, state and local income tax rates (including any tax under Section 1411 of the Code and any similar federal, state or local tax) applicable to an individual United States citizen who is a resident of New York City, New York, taking into account the character of the income or gain and the year in which the taxes are payable, notwithstanding that the Protected Member itself may not be subject to tax in the event that any Company (or any Subsidiary) breaches its obligations to the Protected Member under this Agreement.
Computation of Tax Liability. The parties agree that for all Tax purposes, (a) all items of income, gain, loss, deduction and credit of the Company Entities for the taxable year that includes the Closing Date shall be allocated pursuant to Section 706 of the Code based on a closing of the books on the Closing Date and (b) any Transaction Tax Deduction shall be allocated to the Pre-Closing Tax Period for U.S. federal, state and other applicable income Tax purposes, in each case to the extent permitted by Applicable Law (determined at a “more likely than not” or higher standard of comfort and to the extent economically borne (directly, indirectly, pursuant to this Agreement or otherwise) by Truist, Truist Partners or any Affiliate thereof. The parties agree that (i) the Buyer Entities and their Affiliates (including, after the Closing, the Company Entities and Truist Partners) (A) shall not make an election under Treasury Regulations § 1.1502-76(b)(2)(ii)(D) to ratably allocate items (or any make any similar election or ratably allocate items under any corresponding provision of state, local or foreign law) and (B) shall not apply the “next day” rule of Treasury Regulations § 1.1502-76(b)(1)(ii)(B) (or any make any similar election under any corresponding provision of Applicable Law) with respect to any of the Transaction Tax Deductions, which shall be reported in accordance with clause (b) of the preceding sentence and (ii) any items resulting from a transaction outside of the ordinary course of business undertaken after the Closing on the Closing Date, including any such Closing and Reorganization Transactions, shall be allocated to the Buyer Entities and the Post-Closing Tax period, by application of Treasury Regulation § 1.706-4(e), Treasury Regulations § 1.1502-76(b)(1)(ii)(B) or otherwise to the extent permitted by applicable Tax Law. Truist and the Buyer Entities shall, and shall cause their respective Affiliates (including, for the avoidance of doubt, Truist Partners) to, file all Tax Returns in a manner consistent with this Section 6.06, and shall not take any Tax position inconsistent with this Section 6.06 except as otherwise required pursuant to a final determination by a Taxing Authority within the meaning of Section 1313(a)(1) of the Code.”
Computation of Tax Liability. The computation of Tax liability on any consolidated, combined or unitary return that includes Palm and at least one other corporation and covers a period beginning before the Distribution (a "Pre-Distribution Group Return") shall, to the extent permitted by law, be made in accordance with the methods used in comparable returns filed before the date of this Agreement.
Computation of Tax Liability. For purposes of computing the amount of the tax liability subject to indemnification pursuant to paragraph (i) of subsection (a) and the amount of tax liability subject to reimbursement under subsection (c), any taxable year or other period that begins before and ends after the Closing shall be deemed to end at the close of business on the Closing. Taxes attributable to pre-Closing and post-Closing periods shall be computed based on a closing of the books method, except that periodic taxes such as real and personal property taxes shall be prorated.
Computation of Tax Liability. The computation of Tax liability on any consolidated, combined or unitary return that includes Palm and at least one other corporation and covers a period beginning before the Distribution (a "Pre- Distribution Group Return") shall, to the extent permitted by law, be made in accordance with the methods used in comparable returns filed before the date of this Agreement.
