Tax Amount. The Company's "Tax Amount" for a Taxable Year shall be the federal, state, and local income taxes which would be payable by the Company if the Company were taxed for such Taxable Year at the highest marginal federal, state and local corporate income tax rate applicable to any Member on the Company's taxable income for the Taxable Year (computed as if the Company had elected to carry forward all loss and credit carryovers, taking into account the character of any loss and credit carry forward as a capital or ordinary loss). The amounts in respect of tax withholding on payments to or from the Company for which Members or Economic Owners (or owners directly or indirectly of such Members or Economic Owners) are credited under applicable tax law shall be credited against payments of the Tax Amount to such Members or Economic Owners. The Company's Tax Amount shall be determined initially by the Managing Member on the basis of figures set forth on IRS Form 1065 filed by the Company and the similar state or local forms filed by the Company but shall be subject to subsequent adjustment pursuant to audit, litigation, settlement, amended return, or the like.
Tax Amount. Tenant shall pay to Landlord as Rent, in addition to the Base Rent and the Operating Expense Amount (as defined below), an amount (the ‘Tax Amount”) equal to Tenant’s Proportionate Share multiplied by the amount of Taxes for each Calendar Year. Tenant shall pay to Landlord the Tax Amount with respect to each Calendar Year in monthly installments, at the same time and place as Base Rent is to be paid, in an amount estimated from time to time by Landlord by a written notice to Tenant (the ‘Estimated Tax Payments”). Landlord shall deliver to Tenant as soon as practical after the close of each Calendar Year (including the Calendar Year in which this Lease terminates) a statement showing the amount of the Taxes for such Calendar Year and the Tax Amount. Tenant hereby acknowledges that Landlord will not be able to deliver such statement until Landlord receives the real estate tax bills for each Calendar Year, which bills are currently received six (6) to nine (9) months after the end of each Calendar Year. If the Estimated Tax Payments paid by Tenant during any Calendar Year are less than the Tax Amount for such Calendar Year, Tenant shall pay any deficiency to Landlord as shown by such statement within fifteen (15) days after receipt of such statement. If the Estimated Tax Payments paid by Tenant during any Calendar Year exceed the Tax Amount due from Tenant for such Calendar Year, such excess shall be credited against payments of Rent next due hereunder. If no such payments are next due, such excess shall be refunded by Landlord. Landlord’s failure to deliver an annual statement of the Taxes for any Calendar Year shall not constitute a waiver or release of, or relieve Tenant from, its obligations under this Subsection. If Taxes for any period during the Term or any extension thereof, shall be increased after payment thereof by Landlord, for any reason including without limitation error or reassessment by applicable governmental or municipal authorities, Tenant shall pay Landlord upon demand Tenant’s Proportionate Share of such increased Taxes. Tenant shall pay increased Taxes whether Taxes are increased as a result of increases in the assessment or valuation of the Property (whether based on a sale, change in ownership or refinancing of the Property or otherwise), increases in the tax rates, reduction or elimination of any rollbacks or other deductions available under current law, scheduled reductions of any tax abatement, as a result of the elimination, inval...
Tax Amount. The ‘‘Tax Amount’’ is the product of (i) the Effective Tax Rate and (ii) the Company’s Cumulative Net Taxable Income. The Tax Amount will not be in excess of the product of (A) the Effective Tax Rate and (B) the Company’s taxable income for the Fiscal Year of the determination. For purposes of the foregoing:
Tax Amount. The "Tax Amount" with respect to each Estimated Tax Period ---------- shall equal an amount necessary to cause the cumulative distributions by the Joint Venture with respect to the calendar year including such Estimated Tax Period (which for greater clarity, shall not include (i) distributions described in Section 4.1(b) made during such calendar year with respect to the prior calendar year; (ii) the Remaining Priority Distribution; and (iii) the distributions described in Section 4.3) to be no less than the result of the following
Tax Amount. Tax Amount" shall have the meaning assigned that term in Section 7.2(a).
Tax Amount. Following the date hereof and prior to the Closing, Purchaser and the Sellers’ Representative shall cooperate in good faith to determine the amount of the Tax Amount; provided, that, in the event the Purchaser and Sellers’ Representative are unable to agree on the amount of the Tax Amount, Purchaser and Sellers’ Representative shall engage an Accounting Arbitrator to determine the Tax Amount. The costs, fees and expenses of the Accounting Arbitrator shall be borne equally by Purchaser and Sellers’ Representative (on behalf of the Sellers).
Tax Amount. If there is a timely Incremental 338(h)(10) Tax Calculation Objection Notice, the Incremental 338(h)(10) Tax Amount as revised, if applicable, by the agreement of Purchaser and Seller or by the Tax Accountant shall be the binding and final determination of the Incremental 338(h)(10) Tax Amount.
Tax Amount. The definition of “Tax Amount” in Article 1 is hereby amended and restated in its entirety as follows:
Tax Amount. The “Tax Amount” with respect to each Estimated Tax Period shall equal an amount necessary to cause the cumulative distributions by the Company with respect to the calendar year including such Estimated Tax Period (which for greater clarity, shall not include (i) distributions described in Section 5.1(b) made during such calendar year with respect to the prior calendar year and (ii) the Remaining Priority Distribution) to be no less than the result of the following calculation when performed with respect to whichever Member produces the largest Tax Amount: (a) twice the product of (i) the net taxable income of the Company for that Estimated Tax Period allocable to such Member (plus any net taxable income of the Company allocable to such Member with respect to any prior year pursuant to an audit adjustment that becomes final during that Estimated Tax Period, without duplication of any amount included in the calculation of any Tax Shortfall with respect to such Estimated Tax Period) (taking capital losses for the year into account only to the extent of capital gains), multiplied by (ii) the Applicable Tax Rate for that period, plus (b) any Tax Shortfall from the immediately preceding calendar year (provided that there shall be no Tax Shortfall for any period prior to January 1, 2001). The “Applicable Tax Rate” for an Estimated Tax Period shall equal the greater of the maximum marginal federal income tax rate applicable to individuals for such period or the maximum marginal federal income tax rate applicable to corporations for such period; provided, however, that if the State of Nevada enacts an income tax (including any franchise tax based on income), the Applicable Tax Rate for any Tax Amount subsequent to the effective date of such income tax shall be increased by the higher of the maximum marginal individual tax rate or corporate income tax rate imposed by such tax (after reduction for the federal tax benefit for the deduction of state taxes, using the maximum marginal federal individual or corporate rate, respectively). A “Tax Shortfall” with respect to a calendar year shall equal the excess, if any, of the aggregate of the Tax Amount with respect to that year over the distributions made pursuant to Section 5.1 with respect to that year.
Tax Amount. If Purchaser raises any objections to the Final Section 338(h)(10) Tax Amount, Purchaser may dispute the Final Section 338(h)(10) Tax Amount by providing written notice to Seller of the disputed items and setting forth in reasonable detail the basis of such dispute within thirty (30) days following receipt of the True-Up Calculation. If Purchaser timely raises any objections to the Final Section 338(h)(10) Tax Amount prepared by Seller pursuant to this Section 8.1(g)(iv), Seller and Purchaser shall negotiate in good faith and use their reasonable best efforts to resolve any dispute. In the event Seller and Purchaser are unable to resolve any dispute within thirty (30) days of Seller’s receipt of Purchaser’s written disputes regarding the Final Section 338(h)(10) Tax Amount, Seller and Purchaser shall submit the dispute to the Accounting Firm in the manner provided by Section 3.4(c). Upon the final determination of the Final Section 338(h)(10) Tax Amount pursuant to this Section 8.1(g)(iv), (i) if the Final Section 338(h)(10) Tax Amount is more than the Estimated Section 338(h)(10) Tax Amount, Purchaser shall promptly pay Seller an amount equal to fifty percent (50%) of the difference and (ii) if the Final Section 338(h)(10) Tax Amount is less than the Estimated Section 338(h)(10) Tax Amount, Seller, through releases from the Indemnity Escrow Funds, shall promptly pay Purchaser an amount equal to fifty percent (50%) of the difference. Any amounts paid pursuant to this Section 8.1(g)(iv) shall be treated as an adjustment to the Final Closing Payment for Tax purposes, except to the extent otherwise required by Law.
