Deemed Tax Liability means the loss, unavailability, or reduction in the amount of an Accounts Relief, or the use or set off of any Buyer's Relief in circumstances where, but for such use or set off, any Group Company would have had an Actual Tax Liability in respect of which the Buyer would have been able to make a claim against the Seller under Clause 9.
Deemed Tax Liability means any Tax Liability for which the Purchaser would have been able to make a claim under paragraph 1 of Schedule 13 (Tax Matters) but which is not payable in consequence of the utilisation or set-off of a Purchaser’s Relief or Working Capital Relief.
Deemed Tax Liability has the meaning ascribed to that expression in Clause 1.4;
Examples of Deemed Tax Liability in a sentence
Seller shall remit or cause to be remitted any Taxes due in respect of the Tax Returns described in clause (A), and the Acquired Company legally responsible for filing a Tax Return described in clause (B) shall remit any Taxes due in respect of such Tax Returns or reimburse Seller for amounts paid on its behalf (without duplication of amounts paid as a Deemed Tax Liability).
More Definitions of Deemed Tax Liability
Deemed Tax Liability means the use or setting-off of any Purchaser’s Relief (excluding any Relief in the nature of an exemption) where, but for that set-off or use, the Sellers would have had a liability to make a payment to the Purchaser under this Schedule, and the amount of the Deemed Tax Liability will be the amount of Tax for which the Sellers would have been liable but for such use or set-off;
Deemed Tax Liability in any of the circumstances set out in column (1) below an amount determined as set out in column (2) below:
Deemed Tax Liability has the meaning given by paragraph 4 of this Schedule;
Deemed Tax Liability has the meaning given in sub-clause 1.3;
Deemed Tax Liability includes the utilisation or set-off of a Post-Completion Relief available to the Company against any Tax Liability or against any income, profits or gains where, but for such setting-off, the Purchasers would have been entitled to make a claim under this Schedule (ignoring for these purposes any financial limitations) in which case the amount of the Deemed Tax Liability shall be equal to the amount which would have been payable in the absence of the Deemed Tax Liability or any other Post-Completion Relief and shall also include the loss, non-availability or reduction of any right to a repayment of tax which is shown in the Balance Sheet in which case the amount of the Deemed Tax Liability shall be the amount shown in the Balance Sheet as the value of such repayment.
Deemed Tax Liability means (a) the loss of or failure to obtain an Accounts Relief, in which case the amount of the Deemed Tax Liability shall be: (i) where the Accounts Relief is a right to repayment of Tax, the amount of the Relief lost or not obtained; or (ii) in any other case, the amount of Tax actually paid by an Acquired Company which would not have been payable but for the loss or failure to obtain the Accounts Relief, or (b) the use or set off of a Purchaser’s Relief in circumstances where, but for such use or set off, an Acquired Company would have been liable to make an actual payment of or on account of Taxes in respect of which Seller would have had a liability under Section 6.04(i) (the “Underlying Tax Liability”), in which case the amount of the Deemed Tax Liability shall be the amount of Tax which would have been payable by an Acquired Company but for the use or set off of Purchaser’s Relief, provided that for these purposes, it shall be assumed that Reliefs other than any Purchaser’s Relief are, to the extent allowed by Law, used in priority to any Purchaser’s Relief.
Deemed Tax Liability means for a Member the product of (i) Company taxable income allocated or reasonably estimated by a Majority in Interest to be allocated to such Member for a period and (ii) the Deemed Tax Rate.