Estimated Accrued Income Taxes means amounts in respect of unpaid entity-level Income Taxes of the Transferred Subsidiaries for any Pre-Closing Tax Period, which shall be equal to the sum of the amounts separately calculated pursuant to this definition with respect to each jurisdiction (provided that such amount shall not be a negative number in any jurisdiction), determined (i) by allocating any Transaction Tax Deductions to such Pre-Closing Tax Period to the extent “more likely than not” deductible (or deductible at a higher confidence level) in a Pre-Closing Tax Period (which, for the avoidance of doubt, the Transaction Tax Deductions shall not cause the amount of Estimated Accrued Income Taxes in any jurisdiction to be a negative number to the extent the Transaction Tax Deductions are greater than the unpaid Income Taxes in such jurisdiction); (ii) as if such Pre-Closing Tax Period ended on the Closing Date based on a “closing of the books” as of the end of the day on the Closing Date; (iii) for the avoidance of doubt, by including any unpaid entity-level Income Taxes arising or resulting from any Section 338(g) Election and Section 338(h)(10) Election, (iv) without regard to any accruals or reserves established or required to be established under GAAP methodologies for contingent Income Taxes or with respect to uncertain Tax positions; (v) by excluding any Taxes attributable to any action taken by Buyer or any of its Affiliates after the Closing on the Closing Date outside the Ordinary Course of Business; (vi) in accordance with the accounting methodology and the past practices (including reporting positions, elections and accounting methods) of the applicable Transferred Subsidiary in preparing its Tax Returns with respect to entity-level Income Taxes, except as otherwise required by applicable Law; and (vii) by reducing Estimated Accrued Income Taxes (as otherwise determined and, for the avoidance of doubt, which reduction shall not cause Estimated Accrued Income Taxes to be a negative number) by any estimated Income Tax payments for any Pre-Closing Tax Period paid by the applicable Transferred Subsidiary prior to the Calculation Time. For the avoidance of doubt, Estimated Accrued Income Taxes shall (1) not include any Seller Taxes and (2) be calculated without reference to Taxes paid after the Calculation Time.
Estimated Accrued Income Taxes means amounts in respect of unpaid Income Taxes of the Company and its Subsidiaries for any Pre-Closing Tax Period beginning on or after November 1, 2022 (which amounts in the aggregate shall not be less than $0, except to the extent attributable to estimated Income Tax payments made by the Company and its Subsidiaries after the date of this Agreement and prior to the Calculation Time (“Qualifying Estimated Income Tax Payments”)), solely in respect of those jurisdictions in which the Company or applicable Subsidiary is currently filing Tax Returns with respect to Income Taxes (for the avoidance of doubt, after giving effect in each applicable jurisdiction to any net operating losses and interest expense carryforward available to offset income in such jurisdiction), determined, without
Estimated Accrued Income Taxes has the meaning set forth in Section 2.4(a)(ii).
Examples of Estimated Accrued Income Taxes in a sentence
With respect to any Tax shown to be due on any such Tax Return, Buyer shall pay to the Seller the excess, if any, of the amount of such Tax included in the Estimated Accrued Income Taxes over the amount of such Tax shown pursuant to Section 10.1(c)(i), taking into account the limitations set forth in Article IX and Section 10.1(c)(ii).
For the avoidance of doubt, a claim under Section 8.2(a) by a Buyer Indemnitee for breach of a representation in this Section 3.10 that is unrelated to the calculation of Estimated Tax Benefits and Estimated Accrued Income Taxes shall not be precluded by clause (iv) of the previous sentence and a Buyer Indemnitee shall not make a claim under Section 8.2(a) of this Agreement with respect to the Estimated Tax Benefits or Estimated Accrued Income Taxes.
More Definitions of Estimated Accrued Income Taxes
Estimated Accrued Income Taxes means the estimated accrued and unpaid Income Taxes of, after taking into account any estimated Tax payments made by, the Company Group as of the Closing Date.
Estimated Accrued Income Taxes shall be calculated without taking into account any payment of Taxes made at or after the Calculation Time and (y) if the aggregate amount of Estimated Accrued Income Taxes is determined to be a negative number after application of the foregoing, such amount shall be treated as equal to $0, except to the extent attributable to Qualifying Estimated Income Tax Payments. For the avoidance of doubt, no estimated Income Tax payments or overpayment of Income Taxes shall give rise to an increase in the Final Merger Consideration or a decrease in the amount of Closing Date Funded Debt in excess of Qualifying Estimated Income Tax Payments.
Estimated Accrued Income Taxes means an amount (which shall not be less than zero in any jurisdiction) equal to the unpaid income Taxes of the Transferred Entities for any Pre-Closing Tax Period beginning on or after January 1, 2023 and ending on or prior to the Closing Date and that are reported on an income Tax Return for which the original filing of such Tax Return is first due after the Closing and which Tax Return has not been filed as of the Closing, determined solely in respect of Taxes reported on income Tax Returns required to be filed by, or with respect to, a Transferred Entity in a jurisdiction in which the applicable Transferred Entity filed an income Tax Return in the most recently completed income Tax Return compliance period or where the applicable Transferred Entity commenced operations since the most recently completed income Tax Return compliance period. For the avoidance of doubt, Estimated Accrued Income Taxes shall be (x) calculated after giving effect in each applicable jurisdiction to any loss carryforward and/or interest expense carryforward or similar attributes available to offset income in such jurisdiction, and (y) determined (A) consistent with Section 8.02; (B) without regard to any accruals or reserves established or required to be established under GAAP methodologies for contingent income Taxes or with respect to uncertain Tax positions; (C) by excluding any Tax