Accrued Tax Amount means an amount equal to all accrued and unpaid liabilities for Taxes in respect of taxable income of the Company or any Subsidiary attributable to a Pre-Closing Tax Period.
Accrued Tax Amount means an amount equal to the sum of (i) the income Tax liabilities of the Company and its Subsidiaries for any Pre-Closing Tax Period that are unpaid as of 11:59 p.m. Pacific time on the day immediately prior to the Closing Date, calculated by (A) including in taxable income for the Pre-Closing Tax Period any adjustment pursuant to Section 481 of the Code (or any corresponding or similar provision of state, local or foreign Law) resulting from a change in method of accounting for a taxable period ending on or before the Closing Date, (B) including in taxable income for the Pre-Closing Tax Period any advance payments, deferred revenue or other prepaid amounts received or arising before the Closing Date, regardless of when such amounts actually are recognized for income Tax purposes, and (C) including any Taxes imposed on income includible by the Company or any of its Subsidiaries pursuant to Sections 951, 951A or 965 of the Code arising out of, resulting from or attributable to income earned or property held by any Subsidiary of the Company in any Pre-Closing Tax Period, and (ii) any employment or payroll Tax liability of the Company and its Subsidiaries relating to a Pre-Closing Tax Period that is deferred until after the Closing Date pursuant to any Pandemic Response Laws; provided that such amounts shall (1) not be a number less than zero in any jurisdiction or with respect to any taxpaying entity or group, (2) be calculated, except as otherwise set forth in this definition, in a manner consistent with the past practice of the Company, to the extent consistent with Law, and (3) take into account estimated (or other prepaid) Tax payments to the extent that such payments have the effect of reducing (but not below zero) the particular accrued Tax liability in respect of which such payments were made
Accrued Tax Amount means, without duplication, an amount equal to the sum of the accrued but unpaid Taxes of or payable by the Target Companies for Pre-Closing Tax Periods for which an originally filed Tax Return has not yet become due (after giving effect to any applicable extensions of time for filing) and has not yet been filed as of the Closing Date (including, for the avoidance of doubt, any such Taxes payable by the Target Companies in connection with the Pre-Closing Reorganization), determined (i) in a manner consistent with each Target Company’s past practice (if any) unless otherwise required by this Agreement, (ii) by taking into account any and all Tax refunds, prepayments, overpayments, estimated payments, net operating losses and credits of the Target Companies from a Pre-Closing Tax Period that are available to be utilized in a Pre-Closing Tax Period to offset Taxes of the Target Companies, and Transaction Deductions available to reduce or offset such Taxes (to the extent such Transaction Deductions are allocable, at a “more likely than not” or higher standard, to Pre-Closing Tax Periods under applicable Law), and (iii) by excluding (A) all deferred Tax liabilities and assets (as determined under accounting principles), and (B) (1) all Taxes that are caused by any action or any transaction on the Closing Date after the Closing with respect to the Target Companies, the In-Scope Assets or the Business, (2) all Taxes that result from voluntary actions taken or transactions entered into with respect to any Target Company, the In-Scope Assets or the Business after the Closing Date, in each case not explicitly contemplated by this Agreement and which action or transactions the Buyer Parent was aware, or ought reasonably have been aware, would give rise to such Taxes, (3) all Taxes that result from the Bump Transactions, (4) all Taxes that are attributable to Taxes required to be borne by Buyer Parent under Section 7.4(f), and (5) all Taxes that arise as a result of a breach by Buyer Parent or any of its Affiliates of any covenant set forth in Section 7.4.
Examples of Accrued Tax Amount in a sentence
Unless Sellers deliver a letter disagreeing with the accuracy of the Working Capital Statement or the Closing Accrued Tax Amount Statement within two (2) Business Days following the conclusion of such thirty (30)-day period, the Working Capital Statement and the Closing Accrued Tax Amount Statement, as applicable, shall bind the Parties.
The “Post-Closing Adjustment” shall be an amount equal to (A) the sum of the Final Closing Working Capital, minus the Final Closing Accrued Tax Amount, and minus the Final Closing Indebtedness, minus (B) the sum of the Estimated Closing Working Capital, minus the Estimated Closing Accrued Tax Amount, and minus the Estimated Closing Indebtedness.
The “Estimated Post-Closing Adjustment Amount” shall be an amount equal the Estimated Closing Working Capital, minus the Estimated Closing Accrued Tax Amount, and minus the Estimated Closing Indebtedness.
The AGP will support Rugby (highest level of competition), along with mid-week training and coaching activities.
Following delivery of such a letter so disagreeing, Sellers and Purchasers shall in good faith attempt promptly to resolve any disagreement as to the computation of any item in the Working Capital Statement or the Closing Accrued Tax Amount Statement that has been specifically identified in the letter, and any items as to which there is no disagreement shall be deemed agreed.
More Definitions of Accrued Tax Amount
Accrued Tax Amount has the meaning specified in Section 2.3 of the Escrow Agreement.
Accrued Tax Amount means the amount, if any, of the accrued but unpaid federal income taxes of the Company and its Subsidiaries as of the Closing Date, which amount shall be estimated by the Parties in good faith at least two business days prior to the Closing Date in accordance with the Company’s past custom and practices and shall be net of any reserves for federal income tax liabilities (excluding any reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth or included in the Most Recent Financial Statements.
Accrued Tax Amount at any date means the amount of Liabilities for income Taxes of the Company and its
Accrued Tax Amount means any Tax liability of DBI (or, if DBI is not the taxable parent entity of any Securitization Entity, such other taxable parent entity) (including Taxes imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)) attributable to the operations of the Securitization Entities or their direct or indirect Subsidiaries.
Accrued Tax Amount means the aggregate dollar amount of all Taxes payable by the Acquired Companies with respect to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, including the employer portion of any Taxes deferred under the CARES Act or any similar state, local or non-U.S. Legal Requirement and employment-related Taxes, severance-related Taxes or similar Taxes that remain unpaid as of the Closing (it being understood and agreed that:
Accrued Tax Amount means the aggregate dollar amount of all Taxes payable by the Acquired Companies with respect to any Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date that remain unpaid as of the Effective Time (it being understood and agreed that: (a) for purposes of calculating the amount of such Taxes, all (i) deferred amounts of Taxes, including payroll Taxes as a result of any COVID-19 Law shall be included (whether or not accrued for GAAP purposes), and (ii) Tax refunds, Tax credits and Tax receivables, shall be excluded; and (b) the Accrued Tax Amount shall not be less than zero); provided, however, that the Accrued Tax Amount shall not include any amount included in the Closing Indebtedness Amount or the Company Transaction Expenses and that actually resulted in a dollar-for-dollar reduction of the Cash Consideration.
Accrued Tax Amount means any Tax liability of Sprint Corporation (or, if Sprint Corporation is not the taxable parent entity of any Securitization Entity, such other taxable parent entity) (including Taxes imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)) attributable to the operations of the Securitization Entities or their direct or indirect Subsidiaries.