Tax Benefit Schedules Sample Clauses

Tax Benefit Schedules. Except as provided in Section 3.03 below, within 45 calendar days of the delivery of a final NCM Inc. Tax Benefit Schedule to the Founding Members for any Covered Taxable Year: (i) NCM Inc. will pay to each Founding Member an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the Exchange-Related Tax Benefit Payment for such Covered Taxable Year; or, alternatively, (ii) each Founding Member will pay to NCM Inc. an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the Exchange-Related Tax Detriment Payment for such Covered Taxable Year.
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Tax Benefit Schedules. Except as provided in Section 3.03 below, within 45 calendar days of the delivery of a final Amended NCM Inc. Tax Benefit Schedule to the Founding Members for any Covered Taxable Year: (i) NCM Inc. will pay to each Founding Member an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any Exchange-Related Tax Benefit Payment for such Covered Taxable Year, plus (2) any decrease in the amount of any Exchange-Related Tax Detriment Payment for such Covered Taxable Year; or, alternatively, (ii) each Founding Member will pay to NCM Inc. an amount equal to (x) such Founding Member’s Exchange-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any Exchange-Related Tax Detriment Payment for such Covered Taxable Year, plus (2) any decrease in the amount of any Exchange-Related Tax Benefit Payment for such Covered Taxable Year. As an example of the intended operation of clause (i) of the preceding sentence, if the original Exchange-Related Tax Benefit Payment paid in connection with an original NCM Inc. Tax Benefit Schedule was $100, and a subsequent change resulted in an Amended NCM Inc. Tax Benefit Schedule that gave rise to a $200 Exchange-Related Tax Benefit Payment, then NCM Inc. would pay the net increase in the Exchange-Related Tax Benefit Payment of $100 to the Founding Members based on each Founding Member’s Exchange-Related Allocable Share for the Covered Taxable Year to which the Amended NCM Inc. Tax Benefit Schedule relates. As an example of the intended operation of clause (ii) of the first sentence of this paragraph, if the original Exchange-Related Tax Benefit Payment paid in connection with an original NCM Inc. Tax Benefit Schedule was $100, and a subsequent change resulted in an Amended NCM Inc. Tax Benefit Schedule that gave rise to a $10 Exchange-Related Tax Detriment Payment (due to, for example, the imposition of interest charges in connection with a Determination), then the Founding Members would pay the total net difference of $110 (the sum of the $10 increase in the Exchange-Related Tax Detriment Payment plus the $100 decrease in the Exchange-Related Tax Benefit Payment) to NCM Inc. based on each Founding Member’s Exchange-Related Allocable Share for the Covered Taxable Year to which the Amended NCM Inc. Tax Benefit Schedule relates.
Sample 1
Tax Benefit Schedules. Except as provided in Section 3.03 below, and pursuant to the terms of Section 2.05(a)(ii) of the Exhibitor Services Agreements and Sections 5.1(b) and 6.4(b) of the NCM LLC Operating Agreement, within 45 calendar days of the delivery of a final NCM Inc. Tax Benefit Schedule to the ESA Parties for any Covered Taxable Year: (i) NCM LLC will pay to each ESA Party an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the ESA-Related Tax Benefit Payment for such Covered Taxable Year; or, alternatively, (ii) each ESA Party will pay to NCM LLC an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the ESA-Related Tax Detriment Payment for such Covered Taxable Year.
Sample 1
Tax Benefit Schedules. Except as provided in Section 3.03 below, within 45 calendar days of the delivery of a final Amended NCM Inc. Tax Benefit Schedule to the ESA Parties for any Covered Taxable Year: (i) NCM LLC will pay to each ESA Party an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any ESA-Related Tax Benefit Payment for such Covered Taxable Year, plus (2) any decrease in the amount of any ESA-Related Tax Detriment Payment for such Covered Taxable Year; or, alternatively, (ii) each ESA Party will pay to NCM LLC an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the sum of (1) any increase in the amount of any ESA-Related Tax Detriment Payment for such Covered Taxable Year, plus (2) any decrease in the amount of any ESA-Related Tax Benefit Payment for such Covered Taxable Year. For the avoidance of doubt, the general principles set forth in this paragraph are intended to operate in the same manner as the general principles illustrated through the two examples set forth at the end of Section 3.01(b) of this Agreement with respect to Exchange-Related Payments.
Sample 1
Tax Benefit Schedules 
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Related to Tax Benefit Schedules

  • Tax Benefit Schedule Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

  • Tax Benefit If, as the result of any Taxes paid or indemnified against by the Facility Lessee under this Section 9.2, the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Facility Lessee under paragraph (a) or (c) above and provided no Significant Lease Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Significant Lease Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Facility Lessee the lesser of (A) (y) the amount of such Tax Benefit, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting to the Tax Indemnitee from the payment under clause (y) above and this clause (z) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however, that any excess of (A) over (B) shall be carried forward and reduce the Facility Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.2. If it is subsequently determined that the Tax Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is required to be repaid or recaptured will be treated as Taxes for which the Facility Lessee must indemnify the Tax Indemnitee pursuant to this Section 9.2 without regard to paragraph (b) hereof. Notwithstanding anything to the contrary herein, each Certificateholder Indemnitee shall determine the allocation of any tax benefits, savings, credit, deduction or allocation in its sole good faith discretion and each position to be taken on its tax return shall be in its sole control and it shall not be required to disclose any tax return or related documentation to any Person.

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Tax Benefits If an indemnification obligation of any Indemnifying Party under this Section 14 arises in respect of an adjustment that makes allowable to an Indemnified Party any offsetting deduction or other item that would reduce taxes which would not, but for such adjustment, be allowable, then any such indemnification obligation shall be an amount equal to (i) the amount otherwise due but for this Section 14(d), minus (ii) the reduction in actual cash Taxes payable by the Indemnified Party in the year such indemnification obligation arises, determined on a “with and without” basis.

  • Straddle Period Tax Allocation The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.

  • Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.

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