Permitted Tax Distributions means, with respect to a Credit Party so long as it is taxable as a partnership or disregarded entity for United States federal income tax purposes, tax distributions to the owners of Equity Interests in such Credit Party (its “shareholders”) in an aggregate amount that does not exceed, with respect to any period, an amount equal to (a) the product of (i) the Applicable Tax Percentage, multiplied by (ii) such Credit Party’s federal taxable income, minus (b) to the extent not previously taken into account, any income tax benefit attributable to such Credit Party which could be utilized by its shareholders, in the current or any prior year, or portion thereof, from and after the Closing Date (including any tax losses or tax credits), computed at the Applicable Tax Percentage of the year that such benefit is taken into account for purposes of this computation; provided, however, that the computation of distributions under this definition shall also take into account (x) the deductibility of state and local taxes for federal income tax purposes and (y) any difference in the Applicable Tax Percentage resulting from the nature of the taxable income (such as capital gain as opposed to ordinary income, if applicable; provided, further, that, in the event (x) the actual distribution to a shareholder made pursuant to this definition exceeds the actual income tax liability of any such shareholder due to such Credit Party’s status as a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, or (y) if such Credit Party is a subchapter C corporation, such Credit Party would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Credit Party is a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, then, such shareholder shall repay such Credit Party the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Credit Party (without giving effect to any filing extensions) and, in the event such amounts are not repaid in a timely manner by any, then such Credit Party shall not pay or make any distribution with respect to, or purchase, redeem or retire, any Equity Interest of such Credit Party held or Controlled by, directly or indirectly, such shareholder until such payment has been made.
Permitted Tax Distributions payments, dividends or distributions by the Borrower, Guarantors and their respective Subsidiaries (without duplication) for the payment of income Taxes (including estimated taxes) by any Person as a result of its direct or indirect ownership of an interest in the Borrower, Guarantors or their respective Subsidiaries; provided that the amount of such distributions with respect to a taxable period shall not exceed the product of (i) the highest combined marginal income tax rate payable by natural persons residing in New York, New York, and (ii) the lower of (A) the net taxable income for such period that is used as the basis for determining the amount of tax distributions permitted to be made under Section 6.1(f) of the Philadelphia Energy Solutions LLC limited liability company agreement (as in effect on the date hereof, without regard to any amendments thereof on or after the date hereof), taking into account, without duplication, only the income, gain, losses, deductions and credits of Philadelphia Energy Solutions LLC which are (x) attributable to its direct and/or indirect interests in the Borrower and those Guarantors and their respective Subsidiaries that are partnerships or disregarded entities for U.S. federal income tax purposes and (y) includable in the taxable income of Philadelphia Energy Solutions LLC or its members, and (B) the net taxable income of Borrower (treating Borrower as a taxable entity, and including in such net taxable income Borrower’s distributive share of all tax items attributable to any Subsidiary of Borrower taxed as a partnership or disregarded entity) for such period, reduced by any cumulative net taxable loss with respect to all prior taxable periods ending after the date hereof (determined as if all such taxable periods were one taxable period) to the extent such cumulative net taxable loss is of a character (ordinary or capital) that would permit such loss to be deducted against the income of the taxable period in question. The amount of net taxable income determined under sub-clause (A) of clause (ii) of the previous sentence excludes, and the amount of net taxable income determined under sub-clause (B) of clause (ii) of the previous sentence shall exclude, an amount equal to any taxable income or gain allocable to the Sunoco, Inc. member of Philadelphia Energy Solutions LLC for such period under Section 704(c) of the Code with respect to LIFO inventory contributed by Sunoco, Inc. (as described in the limited liability...
Permitted Tax Distributions means, with respect to any taxable year (or portion thereof), dividends or distributions in amounts required for Parent or any direct or indirect parent of Parent, if applicable, to pay federal, state, local or foreign income taxes (as the case may be) imposed directly on Parent or such parent to the extent such income taxes are attributable to the income of the Borrower and its subsidiaries (including, without limitation, by virtue of Parent or such parent being the common parent of a consolidated or combined tax group of which the Borrower and/or its subsidiaries are members).
Examples of Permitted Tax Distributions in a sentence
Make or permit any of its Subsidiaries to make any Restricted Payment other than (a) Permitted Restricted Payments and (b) Permitted Tax Distributions.
Sadly, Ms. Squair lost her daughter Maelen, who passed away September 2019.
Explain what role they will play in meeting contract requirements.
Consolidated Net Income shall be reduced by the amount of distributions for Permitted Tax Distributions actually made to any Parent Entity of such Person in respect of such period in accordance with Section 3.3(b)(9)(i), as though such amounts had been paid as Taxes directly by such Person for such periods.
The Borrower will not permit KSE to declare or pay any Dividends other than (i) Permitted Tax Distributions and (ii) any distributions by KSE in connection with the repayment or prepayment of the Loan.
More Definitions of Permitted Tax Distributions
Permitted Tax Distributions means (a) with respect to any taxable period or portion thereof for which the Borrower or any its Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar income tax group for U.S. federal or applicable non-U.S., state or local income tax purposes of which a direct or indirect parent of the Borrower (including Parent) is the common parent (a “Tax Group”) or for which the Borrower is a partnership or disregarded entity for U.S. federal or applicable non-U.S., state or local income tax purposes in any applicable taxing jurisdiction that is wholly-owned (directly or indirectly) by an entity that is taxable as a corporation for such income tax purposes, the payment of any dividend or distribution by the Borrower to pay the portion of any U.S. federal, non-U.S., state or local income taxes (as applicable) of such Tax Group or such parent for such taxable period or portion thereof that are attributable to the net taxable income of the Borrower and/or the applicable Subsidiaries; provided that for each taxable period, the amount of such dividends or distributions made in respect of such taxable period or portion thereof in the aggregate will not exceed the amount that the Borrower and the applicable Subsidiaries, as applicable, would have been required to pay in respect of such net taxable income as stand-alone taxpayers or a stand-alone Tax Group; and (b) with respect to any taxable period or portion thereof during which the Borrower is a pass-through entity (including a partnership or disregarded entity) for U.S. federal income tax purposes and is not wholly-owned (directly or indirectly) by an entity that is taxable as a corporation for U.S. federal income tax purposes, (i) a dividend or distribution by the Borrower to Parent in an amount necessary to allow Parent to satisfy its U.S. federal, state and local and non-U.S. taxes with respect to items of gross income and gain allocated to it in respect of the Borrower’s Series A Redeemable Convertible Preferred Units (the “Preferred Unit Related Taxes”) and (ii) dividends or distributions to holders of Equity Interests in the Borrower, on a pro rata basis, in accordance with the number of Borrower common units owned by each holder, in such amounts as is necessary to enable Parent to timely satisfy all of the U.S. federal, state and local and non-U.S. tax liabilities of Parent (other than any Preferred Unit Related Taxes), Lynden Energy Corp., a corporation existing under the laws of Br...
Permitted Tax Distributions payments made pursuant to Section 7.3(b)(xii).
Permitted Tax Distributions means payments, dividends or distributions by U.S. Borrower to Holdings, Super Holdings or Parent or Parent to Holdings or Super Holdings in order to pay consolidated or combined federal, state or local taxes not payable directly by U.S. Borrower or its Subsidiaries which payments by U.S. Borrower are not in excess of the tax liabilities that would have been payable by U.S. Borrower and its Subsidiaries on a stand-alone basis.
Permitted Tax Distributions means, collectively distributions to the members of Holdings in cash in an amount up to (i) in the case of payments in respect of a Tax Estimation Period, the excess of (A)(I) the Company Income Amount for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (II) the Assumed Tax Rate over (B) the aggregate amount of any distributions made with respect to any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (A)(I), and (ii) after the end of a Taxable Year, the excess, if any, of (A)(I) the Taxable Year Income Amount for the Taxable Year in question multiplied by (II) the Assumed Tax Rate over (B) the aggregate amount of any Permitted Tax Distributions under clause (i) made with respect to the Tax Estimation Periods in such Taxable Year; provided that if the amount payable in connection with a Tax Estimation Period under clause (i) is less than the aggregate required annualized installment for all members of Holdings for the estimated payment date for such Tax Estimation Period under Section 6655(e) of the Code (calculated assuming (x) all such members are corporations (other than with respect to the Assumed Tax Rate) and Section 6655(e)(2)(C)(ii) is in effect, (y) such members’ only income is from Holdings (determined without regard to any adjustments under Code Sections 743(b) or 704(c)) and (z) the Assumed Tax Rate applies), Holdings shall be permitted to pay an additional amount with respect to such estimated payment date equal to the excess of such aggregate required annualized installment over the amount permitted under clause (i).
Permitted Tax Distributions means cash dividends or cash distributions made by the Loan Parties and their Subsidiaries to Intermediate Holdings and by Intermediate Holdings to its members, in each case, to permit them (or a direct or indirect owner of such members) to pay any Tax liabilities that are attributable to the ownership or operations of the Loan Parties and their Subsidiaries.
Permitted Tax Distributions has the meaning specified in Section 7.06(d).
Permitted Tax Distributions means (i) dividends or other distributions to pay any U.S. federal, state, local or non-U.S. income taxes actually payable by the direct or indirect holders of the Issuer’s Capital Stock (or, in the case of any such holder that owns any assets other than the Issuer’s Capital Stock at any applicable time, the U.S. federal, state, local or non-U.S. income taxes that would have been actually payable had such holder owned no other assets) by virtue of the fact that the Issuer is a pass-through entity for U.S. federal, state, local or non-U.S. income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after December 31, 2011 and, to the extent resulting from audit adjustments after the Issue Date, for any such taxable year (or portion thereof) ending prior to December 31, 2011 and (ii) for any taxable year (or portion thereof) for which the Issuer is a member of a group filing a consolidated, group, affiliated, combined or unitary tax return (including any such group or similar group under U.S. federal, state, local or non-U.S. law) with any parent entity, any dividends or other distributions to fund any U.S. federal, state, local or non-U.S. income taxes that are attributable to the income, revenue, receipts or capital of the Issuer and its Subsidiaries for which such parent entity is liable up to an amount not to exceed with respect to such taxes the amount of any such taxes that the Issuer and its Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis calculated as if the Issuer and its Subsidiaries had paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group (or similar group) consisting only of the Issuer and its Subsidiaries.