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 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.
Examples of Accrued Income Taxes in a sentence
This liability is reflected as Accrued Income Taxes on the Company’s Balance Sheets.
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.
Accrued Income Taxes include any liability the facility has for federal and state income taxes.
For the avoidance of doubt, and without duplication, if any payments are made between the Measurement Time and the end of the day on the Closing Date which reduce the value of Accrued Income Taxes, Available Cash shall be reduced by the value of such payment.
This liability is reflected as Accrued Income Taxes on the Company’s Consolidated Balance Sheets.
More Definitions of Accrued Income Taxes
Accrued Income Taxes means an amount (which shall not be less than zero in the aggregate) equal to the aggregate amount of all accrued and unpaid income Taxes of the Company and the Company Subsidiaries, for any Pre-Closing Tax Period (determined, in the case of a Straddle Period, in accordance with the principles set forth in Section 11.3), that are first due after the Closing Date, in those jurisdictions where the Company and the Company Subsidiaries have historically filed Tax Returns or has commenced business operations in the past three (3) years, provided that such Taxes shall be computed (a) consistent with past practice of the Company or relevant Company Subsidiary (including reporting positions, elections and accounting methods) for preparing such Tax Returns, (b) on a jurisdiction by jurisdiction basis and including any prepayments, estimated payments or overpayments of Taxes actually available to offset such Taxes for such jurisdiction, but with no Tax assets of the Company or a Company Subsidiary in one jurisdiction allowed to be utilized to reduce a liability in any other jurisdiction (unless allowable by the Tax Law of the relevant jurisdiction), (c) by not taking into account any deferred tax assets or deferred tax liabilities, (d) by excluding any Taxes attributable to transactions taken after the Reference Time (other than Taxes incurred on the Closing Date in the ordinary course of business), (e) by excluding any Taxes attributable to any voluntary disclosure programs or initiatives entered into by the Company or any Company Subsidiaries, any voluntary amendments to any Tax Returns, or retroactive elections (including, without limitation, any election under Sections 336 or 338 of the Code) made by the Company or any Company Subsidiary, in each case, to the extent initiated by Company or any Company Subsidiaries after the Closing and contrary to previous practice of the Company or the Company Subsidiaries as applicable, (f) by including any prepayments, estimated payments or overpayments of Taxes, net operating losses and any net operating loss carryforward of the Company or the Company Subsidiaries that are attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date, but only to the extent available to offset such Taxes as at the Closing Date, (g) by including any Tax expected to arise in any Post-Closing Tax Period in respect of any item of income or gain that has economically accrued as of the Closing Date (including any Tax...
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 (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 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, without duplication, an amount equal to the aggregate amount of any accrued and unpaid income Taxes (including as a result of Section 965 of the Code and any applicable election to defer the payment of Taxes due under Section 965 of the Code) of the Spinco Group or the Merger Partner Group, as applicable, for any taxable period that ends on or before the Distribution Date; provided 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 Spinco Group or the Merger Partner Group files Tax Returns, as applicable, (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, (d) be determined as of the end of the Distribution Date, (e) exclude any contingent Taxes or any accruals or reserves established or required to be established under GAAP with respect to contingent or uncertain Tax positions and (f) in the case of income Taxes imposed on a member of the Spinco Group or a member of the Merger Partner Group that are payable with respect to a taxable period beginning on or before and ending after the Distribution Date, be determined based on a closing of the books as of the end of the Distribution Date; provided that exemptions, allowances or deductions calculated on an annual basis shall be allocated between the portion of such taxable period ending on the Distribution Date and the portion of such taxable period ending after the Distribution Date in proportion to the number of days in each such period. “Action” means any claim, action, suit, litigation, arbitration or proceeding by or before any Governmental Authority. “Affiliate” shall have the meaning set forth in the Merger Agreement. “Agreement” shall have the meaning set forth in the Preamble. “Applicable Period” shall have the meaning set forth in Section 4.2. “Asset Transferors” means the Entities transferring Assets or Liabilities to Spinco or Remainco, as the case may be, or a member of their respective Group to consummate the Contemplated Transactions. “Asset” and “Assets” means all rights, title and ownership interests (including Intellectual Property) in and to all properties, claims, Contracts, businesses or assets (including goodwill), wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, c...
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.
Accrued Income Taxes means an amount (not less than zero in any jurisdiction) equal to the aggregate current unpaid income Taxes of any of the Company Entities for the Pre-Closing Period that ends on the Closing Date and any other Tax year or period ending before the Closing Date to the extent the initial due date for filing such Tax Return has not occurred (allocated, with respect to the portion of any Overlap Period ending on the Closing Date in accordance with Section 10.1(d)). The calculation of Accrued Income Taxes shall (i) exclude any deferred Tax liabilities or deferred Tax assets, (ii) include estimated (or other prepaid) Tax payments made by any Company Entity in respect of Accrued Income Taxes, (iii) be made in accordance with the past practice of the Company in preparing Tax Returns (including reporting positions, elections and accounting methods) to the extent such past practice is at least “more likely than not” to be upheld under applicable Law, (iv) exclude any liabilities, accruals or reserves for contingent Taxes or with respect to uncertain Tax positions, (v) take into account all deductions of any Company Entity arising as a result of the transactions contemplated hereby, (vi) exclude any Taxes resulting from any transactions occurring on the Closing Date after the Closing outside the Ordinary Course of Business and (vii) exclude any Taxes owed or accrued by Seller or its Affiliates (other than the Company and its Subsidiaries) as the parent of a consolidated, combined or unitary group that includes the Company and its Subsidiaries.