Accrued Income Taxes means without duplication, an amount equal to the aggregate amount of any accrued and unpaid Income Taxes of the Acquired Companies (or for which the Acquired Companies are liable) for any Pre-Closing Tax Period; provided, however, that for purposes of computing Accrued Income Taxes, Liability shall (a) be determined on a basis consistent with past practice in the jurisdictions where the Acquired Companies file Tax Returns (and in no event shall the amount of accrued and unpaid Income Taxes with respect to a jurisdiction be less than zero), (b) exclude deferred Tax assets and deferred Tax liabilities, (c) take into account any overpayments of Taxes (and any applicable prepayments or estimated payments of Income Taxes) for any taxable period to the extent such overpayments, prepayments, and estimated payments are or may be credited against a liability for Tax for such Pre-Closing Tax Period, (d) be determined as of the end of the Closing Date notwithstanding that other items of Indebtedness are determined as of the Calculation Time, (e) exclude any accruals or reserves established or required to be established under GAAP with respect to contingent or uncertain Tax positions, (f) shall include only Income Taxes for which an Acquired Company itself is considered the entity that is primarily responsible for the payment of the Tax (as opposed to any Taxes included on a Tax Return filed on a combined, consolidated or unitary basis with Parent or Seller or any Affiliate thereof (excluding any such Tax Return filed solely with respect to the Acquired Companies) for which an Acquired Company has secondary liability under Treasury Regulation Section 1.1502-6 or any Taxes for which an Acquired Company may be responsible under Section 6225 of the Code), and (g) be determined in accordance with Section 9.6(h).
Accrued Income Taxes means an amount (not less than zero dollars ($0)) equal to the aggregate liability for any accrued and unpaid Income Taxes of the Group Companies for any Pre-Closing Tax Period or portion of any Straddle Period ending on the Closing Date (in each case, with respect to taxable periods (or portions thereof) ending on the Closing Date, determined in accordance with Section 8.6.3 and Section 8.6.4, as applicable), in each case, beginning after December 31, 2020 (regardless of whether due and payable as of the Closing), determined on a jurisdiction by jurisdiction basis (and which amount shall not be less than zero dollars ($0) for any jurisdiction), except as otherwise provided in the following sentence. Accrued Income Taxes shall be calculated (a) in a manner consistent with the past practice of the Group Companies, unless otherwise required by applicable Law, (b) by assuming that no actions are taken on the Closing Date after the Closing outside the ordinary course of business, (c) by excluding any Tax consequences resulting from any financing (or actions taken in respect of any financing) incurred by Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement, (d) by taking into account in the Pre-Closing Tax Period or portion of the Straddle Period ending on the Closing Date, as applicable, any Transaction Tax Deductions of the Group Companies to the maximum extent permitted under applicable Income Tax Law, (e) by taking into account any prepayment of Income Taxes (including estimated Taxes) by the Group Companies prior to the Closing to the extent such prepayment (including estimated Taxes) actually reduces the liability for Income Taxes with respect to any applicable Pre-Closing Tax Period, or portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), (f) by excluding any deferred Tax assets and liabilities, and (g) by including in taxable income the aggregate amount of the adjustment pursuant to Section 481(a) of the Code (or any corresponding or similar provision of state, local or non-U.S. law) of an amount equal to the Section 481(a) Amount.
Accrued Income Taxes means an aggregate amount (which aggregate amount computed with respect to all jurisdictions shall not be less than zero in the aggregate, but can, for clarity’s sake, be less than zero with respect to any given jurisdiction) equal to (a) the unpaid Income Tax liabilities of the Company and its Subsidiaries (whether or not such Taxes are due and payable on or before the Closing Date) minus (b) any overpayment by the Company or its Subsidiaries of Income Taxes as of the Closing Date, in each case for purposes of clauses (a) and (b), with respect to any applicable jurisdiction computed only for taxable periods ending on December 31, 2020 and for taxable periods (or portions thereof in the case of any Straddle Period) ending on and including the Closing Date. Accrued Income Taxes shall be calculated (i) in accordance with the past practices (including any reporting positions, elections, and accounting and valuation methods) of the Company and its Subsidiaries in preparing such Tax Returns for Income Taxes, (ii) excluding (A) any deferred Tax liabilities (including any such Tax liabilities in respect of deferred revenue) and deferred Tax assets (except to the extent such deferred Tax assets are utilized as provided for in (iii) of this definition), (B) any liabilities in respect of deferred, speculative or contingent Taxes or with respect to uncertain Tax positions, (C) any Income Tax liabilities resulting from actions taken by Buyer, the Company, their Subsidiaries, or any of their respective Affiliates on the Closing Date after the Closing (or which is effective on the Closing Date after the Closing) outside the ordinary course of business or in connection with financing the transactions contemplated by this Agreement, (D) any election made after the Closing Date that increases the amount of income realized in (or Tax payable for) a Pre-Closing Tax Period, and (E) any Income Taxes otherwise taken into account in calculating Company Debt, Net Working Capital or Company Transaction Expenses, (iii) including any net operating losses, any estimated (or other prepaid) Income Tax payments and any overpayments of Income Taxes, Income Tax credits, Income Tax refunds, Income Tax amortization, and other, similar Income Tax assets, deductions, or offsets with respect to any Pre-Closing Tax Period (in each case, other than any estimated tax payments included as Company Cash pursuant to clause (C) of the definition thereof), (iv) including the effect of any Transaction T...
Examples of Accrued Income Taxes in a sentence
The Accrued Income Taxes are considered restricted as they were required to be paid by April 14, 2000 according to Section 2.9 on the Purchase Agreement between Marketing Specialist Sales Company and The Sales Force Companies, Inc.
With respect to any Tax shown to be due on any such Tax Return, Buyer shall pay to the Seller the excess, if any, of the amount of such Tax included in the Estimated Accrued Income Taxes over the amount of such Tax shown pursuant to Section 10.1(c)(i), taking into account the limitations set forth in Article IX and Section 10.1(c)(ii).
If the Tax Holdback Amount is exhausted or insufficient to cover such resulting amount, any Accrued Income Taxes over and above the available Tax Holdback Amount shall be subtracted from the Holdback Amount and paid to the appropriate taxing authorities.
Accounts Receivable $326 Deferred Taxes 396 Other 129 ----- Total (same as Item 10) $851 SCHEDULE OF OTHER LIABILITIES Accrued Income Taxes $1,738 Accrued Expenses & A/P 47 Accrued Pension & Benefits 771 Accrued Incentive Expense 23 All Other Liabilities 362 ----- Total (same as Item 14) $2,941 5 6 EXHIBIT 1 CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF CHEMICAL TRUST COMPANY OF CALIFORNIA The undersigned, Francis J.
At or promptly following the Closing, Buyer shall pay, or cause to be paid, on behalf of the Acquired Companies, the Estimated Unpaid Company Transaction Expenses (excluding Accrued Income Taxes) as to which Invoices therefor (including wire instructions) have been provided to Buyer, in each case by wire transfer of immediately available funds to the accounts designated in such Invoices.
More Definitions of Accrued Income Taxes
Accrued Income Taxes means an amount equal to the aggregate current income Tax liabilities of the Company and its Subsidiary, determined as of the close of business on the Closing Date, attributable to any Pre-Closing Tax Period, determined without taking into account the consummation of the transactions contemplated hereby or the effects of any transactions entered into by or at the direction of Purchaser on the Closing Date after the Closing outside the ordinary course of business (other than as explicitly contemplated by this Agreement). For purposes of the foregoing, any Taxes attributable to a Straddle Period shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning after the Closing Date on a closing of the books basis, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned on a per diem basis.
Accrued Income Taxes means an amount (not less than zero ($0)) equal to the aggregate liability for any accrued and unpaid Income Taxes of the Company and its Subsidiaries for any Pre-Closing Tax Period (or portions thereof) beginning after December 31, 2022 (regardless of whether due and payable as of the Closing), determined as of the end of the Closing Date in accordance with Section 6.11(b) and Section 6.11(e)(iii), except as otherwise provided in the following sentence. Accrued Income Taxes shall be calculated (a) in a manner consistent with the past practice of the Company and its Subsidiaries, unless otherwise required by applicable Law, (b) by assuming that no actions are taken on the Closing Date after the Closing outside the ordinary course of business, (c) by excluding any Tax consequences resulting from any financing (or actions taken in respect of any financing) incurred by Purchaser or any of its Affiliates in connection with the transactions contemplated by this Agreement, (d) by taking into account in the Pre-Closing Tax Period that includes the Closing Date any Transaction Tax Deductions of the Company and its Subsidiaries, (e) by taking into account any prepayment of Income Taxes (including estimated Taxes) prior to the Closing, (f) by excluding any deferred Tax liabilities, and (g) by taking into account Income Taxes only for jurisdictions in which the Company or the applicable Subsidiary (i) filed a Tax Return for the taxable year ending December 31, 2022, or (ii) commenced business activities on or after January 1, 2023.
Accrued Income Taxes means an amount, which shall not be less than zero, equal to the aggregate net unpaid Income Tax liabilities of the Company and the Transferred Companies, determined as if the taxable periods of the Company and the Transferred Companies ended as of the end of the Closing Date (using a “closing of the books” methodology), attributable to any Pre-Closing Tax Period (whether or not yet due and payable, ignoring, for this purpose, (i) any Income Tax payments made after the Closing, (ii) any deferred Income Tax liabilities or deferred Income Tax assets that are not available to offset the liability for such Taxes for such taxable periods, and (iii) any Income Taxes to the extent attributable to any transactions entered into by the Company or a Transferred Company on the Closing Date after the Closing outside the ordinary course of business, but taking into account, for this purpose, (A) any accrued Income Tax refunds (for the avoidance of doubt, excluding any refunds of Taxes reported on a Consolidated Tax Return and any Prior Period Refunds) that are available to offset the liability for such Taxes in the applicable jurisdiction, and (B) Unpaid Transaction Expenses or any other amounts incurred by Seller, the Company or any Transferred Company in connection with the transactions under this Agreement and taken into account as a liability in the Purchase Price, to the extent that (1) it is “more likely than not” that such amounts would be permitted to be deducted on the applicable Tax Return for the taxable period that ends on or includes the Closing Date and (2) in the case of a taxable period that includes, but does not end on, the Closing Date, there would at least be a “reasonable basis” for reflecting such deductions on a hypothetical Tax Return prepared for the pre-Closing portion of such taxable period). Notwithstanding anything herein to the contrary, the calculation of Accrued Income Taxes shall be made (I) consistent with past practice of the Company and the Transferred Companies, except as required by applicable Law, and (II) without recalculating any Taxes previously shown due and payable on a Tax Return filed by the Company or any Transferred Company.
Accrued Income Taxes means an amount (which shall not be less than zero) equal to all unpaid corporate income Tax liabilities of the Acquired Companies for any Pre-Closing Tax Period (determined, with respect to a Straddle Period, in accordance with Section 8.02).
Accrued Income Taxes means the amount (which shall not be less than zero in the aggregate or in respect of any jurisdiction) equal to the sum of all accrued and unpaid income Taxes of the Company and its Subsidiaries attributable or payable with respect to any Pre-Closing Tax Period (ignoring, for this purpose, any Tax payments made prior to the Closing using amounts included in Closing Net Working Capital), calculated (i) on an entity-by-entity basis (i.e., deductions and losses of one member of the Company and its Subsidiaries may not be used to offset income and gain of another member of the Company and its Subsidiaries unless such offset actually reduces the Taxes of such other member), (ii) by excluding, without duplication, any (x) Tax asset constituting the Income Tax Asset Amount, (y) income Tax refunds or (z) over or pre-payments (or credits in lieu thereof), other than, for the avoidance of doubt, estimated income Tax payments for current periods that actually reduce the liability for income Taxes of the Company and its Subsidiaries for the Pre-Closing Tax Period in respect of which such estimated income Tax payments were made, and (iii) by including in taxable income any adjustment pursuant to Section 481 of the Code (or any similar provision of state, local or foreign Law), in each case as determined applying the conventions set forth in Section 10.5.
Accrued Income Taxes means an amount, not less than zero in any jurisdiction or with respect to any taxpaying entity, of the aggregate unpaid income Taxes payable by any Acquired Company that accrued for any Pre-Closing Tax Period (including the portion of any Straddle Period that ends on the Closing Date), and including in taxable income (i) any adjustment pursuant to Section 481 of the Code (or any corresponding or similar provision of state, local or non-U.S. law) resulting from a change in method of accounting occurring before the Closing and prepaid amounts and deferred revenue received prior to the Closing that in each case would not otherwise be included in taxable income on or prior to the Closing Date and (ii) any inclusion under Section 951 or Section 951A of the Code by the applicable Purchaser and its Affiliates (including the applicable Acquired Company) in a taxable period (or portion thereof) ending after the Closing Date arising out of income accrued or transactions undertaken by the applicable Acquired Company during any Pre-Closing Tax Period calculated as though the taxable year of such applicable Acquired Company ended as of the Closing Date. For the avoidance of doubt, (i) any Taxes of an Acquired Company that are due and payable by Seller or applicable Seller Subsidiary on a Consolidated Return and (ii) any Taxes incurred as a result of a transaction occurring on the Closing Date after the Closing outside the ordinary course of business and not contemplated by this Agreement shall not be included in this definition of Accrued Income Taxes.
Accrued Income Taxes means all unpaid Income Taxes with respect to Pre-Closing Tax Periods (which amount (A) shall not take into account any offsets or reductions with respect to the carryforward of any Tax attributes (including loss carryforwards), Tax refunds or overpayments of Tax, and (B) for the avoidance of doubt, shall in no event be less than zero.