Income Tax Matters definition

Income Tax Matters and "ERISA Considerations" to the extent that they constitute matters of law or legal conclusions with respect thereto, have been reviewed by us and are correct in all material respects;
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Examples of Income Tax Matters in a sentence

  • Federal Income Tax Matters 5 ARTICLE THREE CERTIFICATES AND TRANSFER OF INTERESTS Section 3.01.

  • See Section 6 ("Certain Federal Income Tax Matters") and the Instructions to the Assignment of Partnership Interest.

  • This is largely due to the unpredictable nature of PFIC income that RAP is required to recognize on a mark-to-market (or deemed) basis each year under the U.S. federal income tax rules with respect to PFICs. See "U.S. Federal Income Tax Matters: Tax Consequences of Certain Investments" in the SAI.

  • We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to Skadden, Arps, Slate, Meagher & Flom LLP under the captions "Various Legal Matters Relating to the Transition Bonds" in the Prospectus and "Material Income Tax Matters for the Transition Bonds" in the Prospectus.

  • Regarding Certain Income Tax Matters dated the date hereof and executed by a duly appointed officer of Ashford Hospitality Prime, Inc.

  • Income Tax Matters - The Committee will meet at least annually with management and the Company's tax advisors to discuss the Company's position with respect to federal, state and foreign income tax matters.

  • The statements made in the Registration Statement under the heading "Federal Income Tax Matters" are correct.

  • Furthermore, subject to the qualifications and assumptions set forth therein, we hereby adopt and confirm to you our opinion as set forth under the heading "Material Income Tax Matters for the Transition Bonds" in the Prospectus.

  • Certain State Income Tax Matters The above discussion does not address any tax consequences of the spin-off other than the material U.S. federal income tax consequences set forth above.

  • Regarding Certain Income Tax Matters dated the date hereof and executed by a duly appointed officer of Ashford, Inc.

Related to Income Tax Matters

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax Matters means all tax matters including criminal tax matters,

  • Tax Matter has the meaning set forth in Section 7.01.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • Income Tax means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

  • Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Book-Tax Disparities means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Exhibit B and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.