Blocker Tax Liability definition
Blocker Tax Liability means the actual, current unpaid income Taxes of Blocker for the Pre-Closing Tax Period ending on the Closing Date, calculated pursuant to the terms of this Agreement and on a jurisdiction by jurisdiction basis (however denominated but in accordance with Blocker’s past practice in filing its Tax Returns and no amount for any jurisdiction being less than zero) with respect to any Pre-Closing Tax Period and taking into account, for the avoidance of doubt, any estimated Taxes paid by Blocker, and treating the Transaction Tax Deductions allocable to Blocker as deductible in a Pre-Closing Tax Period to the maximum extent permitted by applicable Legal Requirements; provided that, in no event shall the Blocker Tax Liability be less than zero.
Blocker Tax Liability means, without duplication, an amount equal to the excess of (a) the sum of any amounts that would be properly accrued as current Liabilities for Taxes (other than deferred Tax Liabilities) over (b) any amounts that would be properly accrued as current assets for Taxes (other than deferred Tax assets) on the consolidated balance sheet of Topco as of the Closing Date in accordance with GAAP, calculated (i) as of the end of the Closing Date (and not as of the Determination Time), (ii) using the valuation of Frequentz set forth on Schedule 1.1(c), (iii) by including Transaction Tax Deductions only to the extent they reduce Blocker Tax Liability to a positive number or zero, and (iv) by disregarding any Liability for Taxes that results from any action taken by Buyer or any of its Affiliates after the Closing. For this purpose, it being understood that “Blocker Tax Liability” may be positive, negative or zero.
Blocker Tax Liability means, with respect to an Eligible Blocker that has delivered an Exchange Notice, the total amount of tax (including any interest and penalties) that would be due and payable by such Eligible Blocker for all tax periods or portions thereof ending on or prior to the Blocker Exchange Date, calculated based on reasonable projections of taxable income from the Company and assuming the Eligible Blocker’s tax year ends on the Blocker Exchange Date (regardless of whether such taxes would then be due and payable).
Examples of Blocker Tax Liability in a sentence
The process set forth in this Section 3.03(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Working Capital, the Cash Amount, the Tax Liability Amount, the Blocker Tax Liability Amount, the outstanding amount of all Funded Debt as of the Adjustment Time or the Transaction Expenses.
More Definitions of Blocker Tax Liability
Blocker Tax Liability means the Taxes required to be paid by Blocker Corporation or the Company as a result of the Liquidation.