Accrued Tax Liabilities definition

Accrued Tax Liabilities means the sum of (i) the aggregate liability for current income Taxes (as reduced by any available reliefs and as reduced by any current income Tax refunds) and (ii) the aggregate liability for non-income Taxes (as reduced by any available reliefs and by any current non-income Tax refunds), in each case, with respect to the Companies and the Subsidiaries, determined in accordance with GAAP (applying GAAP in the same manner used to prepare the Recent Balance Sheet).
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Accrued Tax Liabilities means, for any period, payments accrued from and after January 1, 2002, and allocable to the Borrowers in accordance with the Tax Sharing Policy, which payments shall be determined on the basis of the financial income, taxable income, credits and other amounts directly related to the members of the RMG Tracking Stock Group which would generally be comparable to those payments that would have resulted if the Borrowers had filed separate tax returns.
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Accrued Tax Liabilities means, for any period, payments accrued from and after January 1, 2003, and allocable to the Borrower in accordance with the Tax Sharing Policy, which payments shall be determined on the basis of the financial income, taxable income, credits and other amounts directly related to the members of the Rainbow Group which would generally be comparable to those payments that would have resulted if the Borrower had filed a separate tax return.
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Examples of Accrued Tax Liabilities in a sentence

  • Any payment made pursuant to the obligations in the immediately preceding two sentences shall be adjusted as necessary if the Final Accrued Tax Liabilities are different from the Estimated Accrued Tax Liabilities.

  • Any payment made pursuant to this Section 5.6(h) shall be adjusted as necessary if the Final Accrued Tax Liabilities are different from the Estimated Accrued Tax Liabilities.

  • Notwithstanding the foregoing, the Sellers shall not be liable for any such Taxes that are included in Accrued Tax Liabilities or Selling Expenses, and, in each case, result in an actual reduction in the Transaction Consideration.

  • The Preliminary Adjustment Statement shall be prepared as of 12:01 a.m. ET on the Closing Date, in a manner consistent with Schedule 2.3, including the types of adjustments set forth therein, and in accordance with the definitions of Closing Indebtedness, Closing Working Capital, Closing Cash, Accrued Tax Liabilities and Selling Expenses as defined in this Agreement.

  • The Sellers will timely pay (or cause to be timely paid) all Pre-Closing Tax Liabilities (as such term is defined herein) shown as due and owing on all such Tax Returns, other than to the extent that such liability is included in Accrued Tax Liabilities that results in an actual reduction in Transaction Consideration.

  • The Company agrees to pay the Accrued Tax Liabilities promptly when due (or, if any Accrued Tax Liabilities are due as of or prior to the Closing, promptly following the Closing), and shall provide Seller and Seller Parties at least 48 hours prior written notice of any such payment.

  • Prior to the date of the Closing Balance Sheet, Seller shall assume all the Closing Accrued Tax Liabilities and cause to be transferred to Seller (by dividend or otherwise) the amount of all the Closing Accrued Tax Assets; it being understood and agreed that the Closing Balance Sheet shall not contain any balances relating to any state or federal income tax current or deferred assets or liabilities.

  • The final determination of the Accounting Referee will be made in strict accordance with the terms of this Agreement (including the definitions of Closing Working Capital, Closing Cash, Closing Indebtedness, Selling Expenses and Accrued Tax Liabilities).

  • The Merck Accrued Tax Liabilities, the Merck Other Debt and the Merck Closing Cash shall be used to calculate the “Merck Actual Contributed Net Debt Variance” and the “Contributed Debt Adjustment Special Dividend”, both as defined in Section 6.8 below.

  • Any payment made pursuant to the obligations in the immediately preceding three sentences shall be adjusted as #88810454v1 necessary if the Final Accrued Tax Liabilities are different from the Estimated Accrued Tax Liabilities.


More Definitions of Accrued Tax Liabilities

Accrued Tax Liabilities means Taxes (if any) of the Company attributable a Pre-Closing Tax Period that remain unpaid as of immediately prior to the Closing, provided that such amount (A) shall be calculated in accordance with the past practices of the Company with respect to Tax payment and Tax Return filing obligations, (B) shall take into account and be reduced by any Tax credits or other prepaid amounts (including estimated Taxes), (C) shall take into account and be reduced by any Transaction Tax Deductions to the extent applicable and (D) shall not take into account and be increased by any Sales Tax Liability or Deferred Payroll Taxes.
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Accrued Tax Liabilities all unpaid Pre-Closing Tax Liabilities (which amount shall not be less than zero and shall not include any offsets or reductions with respect to Tax refunds or overpayments of Tax). For the sake of clarity, any reserves established or required to be established under GAAP methodologies that require a reserve for contingent Taxes or with respect to uncertain Tax positions for GAAP purposes shall not impact the calculation of Accrued Tax Liabilities.
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Accrued Tax Liabilities has the meaning set forth in Section 2.4(a).
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Accrued Tax Liabilities means, collectively, accrued tax liability line items as of the Closing Date, including but not limited to the following line items as of the Closing Date, all as determined in accordance with GAAP, consistent with the past practice of the Company: (a) "Accrued Sales & Use Tax", (b) "Accrued Tax Fees", (c) "Accrued Property Tax", (d) "Accrued Business Tax", (e) "Accrued MA Use Tax", (f) "Accrued CA Use Tax", (g) "Accrued FL Use Tax", (h) "Accrued Foreign Tax", (i) "Accrued ER Option Taxes", and (j) "Accrued State Intangibles Tax".
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Accrued Tax Liabilities means Liabilities for Taxes on the net income of Mandate’s Subsidiaries for the period ending prior to and including the period ending on the Closing Date to the extent that such Liabilities have been accrued for or reserved against on the Financial Statements.
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Accrued Tax Liabilities all Liabilities of ISP Holdings and its Post Spin Subsidiaries relating to Taxes.
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Related to Accrued Tax Liabilities

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Tax Liabilities means all liabilities for Taxes.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • Pre-Tax Earnings means the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Employment Taxes means all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an Employee or Service Provider.

  • Effective tax rate means the rate that will produce last year’s total tax levy (adjusted) from this year’s total taxable values (adjusted). “Adjusted” means lost values are not included in the calculation of last year’s taxes and new values are not included in this year’s taxable values.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends after the Closing Date.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • Agreement combined tax rate means the sum of the tax rates:

  • Tax or Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by or paid to any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • Unpaid withholding tax means withholding tax due but not paid by the date the withholding tax is required to be paid under applicable law.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).