Applicable Principles for Blocker Transferred Basis Sample Clauses

Applicable Principles for Blocker Transferred Basis. For the avoidance of doubt, the Realized Tax Benefit (or the Realized Tax Detriment) attributable to the Blocker Transferred Basis is intended to represent the decrease (or increase) in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Tax deductions resulting from the tax basis of the Reference Assets measured at the time of the IPO based on the Blocker Shareholders’ proportionate ownership of the total equity interests of the Blockers and such Blockers’ relative pro rata share in accordance with Units held immediately prior to the Mergers.
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Related to Applicable Principles for Blocker Transferred Basis

  • Applicable Principles Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.

  • Special Permit from Relevant Ministerial/ Government Agencies and Foreign Capital Ownership Limitation Cultivation of Agricultural Germ Plasm, including food crops, horticulture, plantation, livestock (maximum foreign capital ownership 49%) with special permit from the Minister of Agriculture (ISIC 0111, 0112, 0113, 0121, 0122) Cultivation and Processing of Genetically Modified Organism (GMO) Products (maximum foreign capital ownership 49%) with special permit from the Minister of Agriculture (ISIC 0111, 0112, 0113, 0121, 0122) For each individual crop cultivation in an area of more than 25 hectares with special permit from the Minister of Agriculture: - Main food crops are corn, soy, peanuts, green beans, rice, cassava, sweet potato (maximum foreign capital ownership 49%) (ISIC 0111, 0112) - Other food crops are wheat, oats, barley, rye, millet, taro, and other food crops not classified elsewhere (maximum foreign capital ownership 95%) (ISIC 0111, 0112). For each individual crop culturing medium/nursery business with special permit from the Minister of Agriculture: - Main food crops are corn, soy, peanuts, green beans, rice, cassava, sweet potato (maximum foreign capital ownership 49%) (ISIC 0111, 0112) - Other food crops are wheat, oats, barley, rye, millet, taro, and other food crops not classified elsewhere (maximum foreign capital ownership 95%) (ISIC 0111, 0112). Estate Crops Plantation with an area equal to or more than 25 Hectares until a certain area stipulated in Regulation of Minister of Agriculture Number 26 of 2007, is subject to a maximum foreign capital ownership 95% and a special permit from the Minister of Agriculture : a. Without an integrated processing unit > Jatropha Curcas Plantation, Sugar cane and other sweetening plants, Tobacco plantation, Rubber and other latex producing plantation, raw material Textile Crop plantation, Cotton Plantation, Medicinal/pharmaceutical Crop plantation, Essential oil Crop Plantation, Other Crop plantations that are not classified in other locations (ISIC 0111, 0112) > Coconut plantation, Palm plantation, Crop Plantation for Beverage material (Tea, Coffee, and Cacao), Cashew plantation, Peppercorn plantation, Clove plantation, Other spices Crop plantations (ISIC 0113) b. With an integrated processing unit with an input capacity equal to or more than a certain capacity as stipulated in Regulation of Minister of Agriculture Number 26 of 2007 > Clove plantation and dry flower clove industry (ISIC 0113 & 0140), > Cotton plantation and cotton fiber and seed industry (ISIC 0111 & 1514, 1711), > Cashew plantation and cashew seed industry and Cashew Nut Shell Liquid (CNSL) (ISIC 0113 & 1531), > Peppercorn plantation and dry white peppercorn and dry black peppercorn industry (ISIC 0112 & 1531, 1549), > Jatropha Plantation and Jatropha Curcas Oil Industry (ISIC 0111 & 2429), > Sugar cane plantation, sugar industry, sugar cane, and sugar cane residue (ISIC 0111 & 1542), > Tobacco plantation and dry tobacco leaves industry (ISIC 0111 & 1600), > Coconut Plantation and coconut oil industry (ISIC 0113 & 1514), >Coconut Plantation and Copra, Fiber, Coconut Charcoal, Dust, Nata de coco industry (ISIC 0113, 1514 & 1549), > Palm Plantation and palm oil industry (CPO) (ISIC 0113 & 1514), > Cacao Plantation and cleaning, peeling and drying industry (ISIC 0113 & 0140, 1543), > Tea plantation and black/green tea industry (ISIC 011381549), > Essential oil Crop Plantation and Essential Oil industry (ISIC 0111, 0112, 0113 & 2429), > Coffee Plantation and Coffee sorting, cleaning and peeling industry (ISIC 0113 & 0140, 1549), > Rubber plantation and sheet, thick latex industry and crumb rubber industry (ISIC 0111 & 2519), > Seed plantation other than Coffee and Cacao and Seeds other than Coffee and Cacao cleaning and peeling industry (ISIC 0111, 0112, 0113 & 0140, 1531) Estate crops plantation with an area more than a certain area related as stipulated in the Regulation of Minister of Agriculture Number 26 of 2007, is required to have an integrated processing unit with an input capacity equal to or more than a certain capacity as stipulated in Regulation of Minister of Agriculture Number 26 of 2007, and is subject to maximum foreign capital ownership 95% and a special permit from the Minister of Agriculture: Clove plantation and dry flower clove industry (ISIC 0113 & 0140), Cotton plantation and cotton fiber and seed industry (ISIC 0111 & 1514, 1711), Cashew plantation and cashew seed industry and Cashew Nut Shell Liquid (CNSL) (ISIC 0113 & 1531), Peppercorn plantation and dry white peppercorn and dry black peppercorn industry (ISIC 0112 & 1531, 1549), Jatropha Plantation and Jatropha Curcas Oil Industry (ISIC 0111 & 2429), Sugar cane plantation, sugar industry, sugar cane, and sugar cane residue (ISIC 0111 & ▇▇▇▇), ▇▇▇▇▇▇▇ plantation and dry tobacco leaves industry (ISIC 0111 & 1600), Coconut Plantation and coconut oil industry (ISIC 0113 & 1514), Coconut Plantation and Copra, Fiber, Coconut Charcoal, Dust, Nata de coco industry (ISIC 0113, 1514 & 1549), Palm Plantation and palm oil industry (CPO) (ISIC 0113 & 1514), Cacao Plantation and cleaning, peeling and drying industry (ISIC 0113 & 0140, 1543), Tea plantation and black/green tea industry (ISIC 011381549), Essential oil Crop Plantation and Essential Oil industry (ISIC 0111, 0112, 0113 & 2429), Coffee Plantation and Coffee sorting, cleaning and peeling industry (ISIC 0113 & 0140, 1549), Rubber plantation and sheet, thick latex industry and crumb rubber industry (ISIC 0111 & 2519), > Seed plantation other than Coffee and Cacao and Seeds other than Coffee and Cacao cleaning and peeling industry (ISIC 0111, 0112, 0113 & 0140, 1531) Breeding and propagation of the following for an area of 25 hectares or over, until a certain area according to Regulation of Minister of Agriculture Number 26 of 2007 with maximum foreign capital ownership 95%, with a special permit from the Minister of Agriculture: > Jatropha curcas plantation, Sugar cane and other sweetening plant plantation, Tobacco plantation, raw material Textile Crop plantation, cotton plantation, Rubber and other latex producing plantation, Other crop plantations that are not classified in other locations, Medicinal/pharmaceutical crop plantation, Essential oil Crop Plantation (ISIC 0111, 0112) > Cashew plantation, Coconut plantation, Palm plantation, Crop Plantation for Beverage material, Peppercorn plantation, Clove plantation, Other spices crop plantation (ISIC 0113) Product processing plantation industry (harvesting and activities relating to harvesting) with an input capacity equal to or exceeding a certain limit as stated in the Regulation of the Minister of Agriculture Number 26 of 2007, with maximum foreign capital ownership 95%, with a special permit from the Minister of Agriculture: - Dry Clove Flower Industry (ISIC 0140)

  • Certain Repurchases of Common Stock In case the Company effects a Pro Rata Repurchase of Common Stock, then the Exercise Price shall be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to the Effective Date of such Pro Rata Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (i) the number of shares of Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of Common Stock so repurchased and (ii) the Market Price per share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase. In such event, the number of shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata Repurchase giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 13(D).

  • Purchases of Portfolio Shares for Sale to Customers (a) In offering and selling Portfolio shares to your customers, you agree to act as dealer for your own account; you are not authorized to act as agent for us or for any Portfolio.