Deemed Tax Liability definition

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

• The Company anticipates distributing cash to each Member in an amount at least sufficient to pay the Deemed Tax Liability of such Member.

• 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).

• For purposes of computing the Deemed Tax Liability, the Net Taxable Income shall be determined without regard to any special adjustments of tax items required as a result of any election under Section 754 of the Code, including adjustments required by Sections 734 and 743 of the Code.

• Any disagreements regarding such pro forma Tax Returns and the associated calculation of Deemed Tax Liability shall be resolved pursuant to the Tax Dispute Mechanism.

• The Warrantors will not be liable for any Claim if and to the extent that the Claim arises in relation to Tax or any Deemed Tax Liability (as defined in part 1 of schedule 9) or the unavailability of any Relief unless the Claim is brought under the Tax Warranties, any of the Warranties in schedule 4, paragraph 5 (Accounts and Management Accounts), schedule 4, paragraph 9 (Directors and employees), schedule 4, paragraph 10 (Pension arrangements) or the Tax Covenant.

More Definitions of Deemed Tax Liability

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.

Deemed Tax Liability means, with respect to a Taxable year or period, an amount equal to (a) any actual state, local and foreign Tax of the Acquired Companies for which the Acquired Companies are liable, except to the extent attributable to the transactions or actions described in (b)(v), (b)(vi) and (b)(vii) of this definition, plus (b) the U.S. regular federal income Tax for which the Acquired Companies would be liable if such Tax were computed assuming that (i) the Acquired Companies (but not Seller or any Affiliate of Seller that is not an Acquired Company) were treated as members of a single affiliated group filing a consolidated return without regard to the restrictions imposed by Section 1504(b) of the Code and, for the avoidance of doubt, determined without regard to any liability under Treasury Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee, (ii) no Tax Attributes arising prior to the Accounts Date were available for use to offset any Tax item for such Taxable year or period, (iii) Tax Attributes (if any) attributable to the Acquired Companies (determined in a manner consistent with the principles of Section 1.1502-21(b)(2) of the Treasury Regulations) for the period between the Accounts Date and the Closing Date are used in such period to the extent permitted, and any remaining Tax Attributes are available to be carried over or back to other periods for which Deemed Tax Liability is calculated, (iv) the applicable federal income Tax rate is the highest marginal income Tax rate applicable to corporations for the Taxable year or period in which the Closing Date occurs, (v) such Tax was calculated without regard to the Seller’s Transactions (the Tax consequences of which shall be for Seller’s account), (vi) such Tax was calculated without regard to any items of income, gain, deduction or loss to the extent attributable to (A) transactions occurring or excess loss account created prior to the Accounts Date, (B) the Pre-Closing Dividend, (C) the True-Up Dividend, (D) any distribution by an Acquired Company with respect to its stock made prior to the date of this Agreement outside of the ordinary course of business, in each case, that are triggered solely by reason of the deconsolidation of the Acquired Companies from the Seller’s Group as a result of Buyer’s acquisition of the Shares (determined for this purpose as if no actions or transactions are or were undertaken under Section 7.12) or (E)...