Income Tax Amount means the amount (which shall not be less than zero in the aggregate or in respect of any jurisdiction or any type of Income Tax) of all unpaid Income Taxes of the Acquired Companies attributable to or payable with respect to any Pre-Closing Tax Period, calculated (a) as of the end of the Closing Date and on an entity-by-entity basis, such that the deductions and losses of one Acquired Company may not be used to offset the income and gain of another Acquired Company unless such offset is actually permitted by applicable Legal Requirements, (b) by including in taxable income any adjustment as a result of a change in or use of an improper method of accounting on or prior to the Closing Date and any prepaid amounts or deferred revenue that, in each case, would not otherwise be included in taxable income on or prior to the Closing Date, (c) by disregarding any transactions entered into by the Acquired Companies outside the ordinary course of business on the Closing Date after the Closing not otherwise contemplated by this Agreement and (d) by taking into account the Topaz Reorganization. In the case of any Straddle Period, the Income Tax Amount shall include an amount of Income Taxes allocable to the portion of the Straddle Period ending on and including the Closing Date as determined applying the conventions set forth in Section 8.2(b). For the avoidance of doubt, the Income Tax Amount shall not include any Income Taxes reported on a Consolidated Return, which Income Taxes shall be borne by Seller and its Affiliates.
Income Tax Amount means, with respect to Carried Interest Proceeds distributed or deemed distributed to a Partner (including amounts credited to such Partner’s sub-accounts in the Holdback Account pursuant to Section 4.5(a)), the amount of income tax assumed to be imposed on allocations of taxable income related to such Carried Interest Proceeds (including taxes that would be borne by a Partner assuming an immediate sale of securities initially received in kind pursuant to Section 7.4(b) of the Fund Partnership Agreement), with such income tax calculated by assuming that (i) the tax rate imposed is the Assumed Income Tax Rate in effect in the Fiscal Year of any such allocation and (ii) capital losses from the disposition of a Private Equity Investment allocated to such Partner relating to Carried Interest Proceeds (“Capital Losses”) shall reduce capital gains from the Disposition of a Private Equity Investment allocated to such Partner relating to Carried Interest Proceeds (“Capital Gains”) only to the extent of the amount of Capital Gains recognized in the Fiscal Year of the recognition of a Capital Loss or a subsequent Fiscal Year (only to the extent that Capital Gain may properly offset such Capital Loss), reduced by the amount of any tax benefit actually realized by such Partner (or, if such Partner is treated as a partnership for federal income tax purposes, its direct or indirect owners) in the year in which the Partnership is required to make a payment of a Give-Back Amount, which tax benefit is attributable solely to the making of such payment (or adjustment) and which benefit shall be determined assuming the only items of income, gain, loss, deduction or credit of such Partner (or, if such Partner is treated as a partnership for federal income tax purposes, its direct or indirect owners) are attributable to such Partner’s investment in the Partnership.
Income Tax Amount means an amount (which amount shall not be less than zero for any jurisdiction) equal to the aggregate liability of the Company and the Company Subsidiaries for unpaid income Taxes, in each case, to the extent such Taxes both (i) related to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on the Closing Date as determined in accordance with Section 6.16(b)) and (ii) are either (A) reported on a Tax Return the first due date for which arises after the Closing Date or (B) on a Tax Return that was filed prior to the closing Date (to the extent such Taxes have not been paid prior to Closing). The Income Tax Amount shall be calculated: (a) in accordance with the past practices of the Company and the Company Subsidiaries in preparing their Tax Returns (except as otherwise provided in this definition or as otherwise required by a change in law); (b) by taking all Transaction Tax Deductions into account in a Pre-Closing Tax Period (or the portion of a Straddle Period ending on the Closing Date) to the extent deductible therein at a “more likely than not” or higher level of comfort; (c) by including an amount equal to the amount of Tax (if any) that would be imposed on the Company and the Company Subsidiaries as a result of the application of Section 951(a) or Section 951A of the Code, if the taxable year of each of the Company Subsidiaries that is a foreign corporation (but whose taxable year does not actually close in connection with the transactions contemplated by this Agreement) was deemed to close as of the end of the Closing Date; (d) by taking into account any estimated or other prepaid income Taxes to the extent such payments have the effect of reducing (but not below zero) the particular income Tax liability in respect of which such payments were made; (e) by excluding any deferred income Tax assets or deferred income Tax liabilities; and (f) by excluding any income Taxes attributable directly to any (i) Post-Closing Tax Action, (ii) financing arrangement entered into by or at the direction of Parent or any of its Affiliates (including, following the Closing, the Company and the Company Subsidiaries), or (iii) action taken by Parent or any of its Affiliates (including, following the Closing, the Company and the Company Subsidiaries) on the Closing Date after the Closing that is outside the Ordinary Course of Business.
Examples of Income Tax Amount in a sentence
Subject to applicable provisions of the Company Debt or Successor Debt, Available Cash shall be distributed to the Members in proportion to their Common Percentage Interests within 135 days after the end of each Fiscal Year of the Company in an aggregate amount equal to the Hypothetical Income Tax Amount for such Fiscal Year.
In the event that any Indemnified Person or Seller is entitled to a payment pursuant to the preceding sentence, each such recipient also shall be entitled to a disbursement of the portion of the Net Escrow Income earned on the amount of such payment being made to such Indemnified Person or Seller, minus the Income Tax Amount with respect to such Net Escrow Income, which shall be paid to Buyer in accordance with Section 7.
From and after the occurrence of a Default or Event of Default under any Loan Document (except with respect to the Existing Events of Default) or Forbearance Event of Default under this Agreement, the Credit Party shall, within three (3) Business Days after any such occurrence, remit to the Agent any portion of the Federal Income Tax Refund not previously remitted to the Agent (including, but not limited to, the Retained Federal Income Tax Amount).
For the avoidance of doubt, Xxxxxx’ share of Transfer Taxes pursuant to this Section 7.05(d) shall not be included in Pre-Closing Taxes, the Unpaid Income Tax Amount, Excluded Liabilities or otherwise reduce the Purchase Price payable pursuant to this Agreement.
Stockholder and Parent acknowledge and agree that the Income Tax Estimate will be adjusted upwards or downwards in accordance with the actual amount of the Income Tax Amount when such amount becomes known to Parent.
More Definitions of Income Tax Amount
Income Tax Amount. With respect to any Carried Interest distributed to the General Partner with respect to a Limited Partner, the amount of income tax imposed on (i) allocations of taxable income related to such Carried Interest or (ii) distributions of Carried Interest (including taxes borne by the General Partner and its direct or indirect owners upon the sale of securities initially received in kind pursuant to Section 3.4(b) at the Assumed Income Tax Rate, but not in excess of taxes that would have been payable at the Assumed Income Tax Rate had such securities been sold at the time of their distribution), without duplication, in each case with such income tax calculated by assuming that the tax rate imposed is the Assumed Income Tax Rate in effect in the Fiscal Year of any such allocation or distribution.
Income Tax Amount has the meaning set forth in Section 1.4(f).
Income Tax Amount means Income Taxes of the Acquired Companies (i) unpaid with respect to any Pre-Closing Tax Period beginning after December 31, 2022, which amount is not yet due and payable, (ii) set forth on Schedule 11.01(a) (which amount shall not exceed $750,000, and (iii) any amounts received by the Acquired Companies prior to the Closing in respect of the Company’s claim for a federal employee retention tax credit pursuant to the CARES Act for the first and second quarters of the 2021 taxable year in the aggregate amount of $1,913,946). The Income Tax Amount shall (a) be determined as of the end of the day on the Closing Date (excluding any transactions outside of the ordinary course of business of the Acquired Companies effected by or at the direction of Purchaser on the Closing Date, after the Closing), (b) take into account the transactions contemplated by this Agreement, (c) be calculated in accordance with Section 9.01(a), the past practice of the Acquired Companies and, with respect to any Straddle Period, 9.01(f), (d) take into account Transaction Tax Deductions with respect to the Pre-Closing Tax Period in accordance with Section 9.01(a), (e) take into account net operating losses carried forward by the Acquired Companies from previous taxable years, to the extent available to reduce Income Taxes in such Pre-Closing Tax Period (determined at a “more likely than not” or higher level of comfort), and (f) for the avoidance of doubt, take into account any payments of estimated Income Tax in a Pre-Closing Tax Period to be credited against such Income Tax liability.
Income Tax Amount means an amount equal to (A) the unpaid Income Taxes of the Company and its Subsidiaries for any Pre-Closing Tax Period including the pre-Closing portion of any Straddle Period, reduced by (but not below zero, meaning the Income Tax Amount cannot be a negative liability), (B) any Tax refunds or credits for Taxes with respect to a Pre-Closing Tax Period for which the Company and its Subsidiaries will be entitled to (including any tax refunds or credits for Taxes available with respect to the carryback of any item of loss, deduction or credit from any Pre- Closing Tax Period to reduce an actual cash Tax liability). The Income Tax Amount shall be determined (i) based on the Company's historical practices and procedures (including any elections, methods of accounting and other filing positions, but only to the extent use of such elections, methods, and positions is permitted by applicable Law); (ii) by taking all Transaction Tax Deductions into account in Pre-Closing Tax Periods to the extent permitted by applicable Law (at a more likely than not standard); (iii) excluding any reserves for contingent Tax or uncertain Tax positions; (iv) excluding any deferred Tax items; (v) taking into account all payments made (or credits received in lieu thereof prior to Closing that would reasonably be expected to result in a reduction in cash tax liability after Closing and within two (2) years of the receipt of such credit) by the Company or any of its Subsidiaries prior to Closing; and (vi) excluding any Income Taxes attributable to transactions occurring outside the Ordinary Course of Business on the Closing Date and after the time of the Closing to the extent executed at the direction of Purchaser.
Income Tax Amount means any and all accrued and unpaid Income Taxes of the Acquired Companies for all Pre-Closing Tax Periods, calculated (a) on a jurisdiction-by-jurisdiction basis, (b) consistent with past practice of the applicable Acquired Company in preparing its Income Tax Returns and paying its Income Taxes (including reporting positions, jurisdictions, elections and accounting methods) except as otherwise required by applicable Law, (c) taking into account any estimated payments, prepayments, overpayments or deposits of Income Taxes made prior to the Closing that can be applied under applicable Law to reduce the liability for Income Taxes for such period, and (d) without regard to any transactions outside the Ordinary Course of Business effected on the Closing Date after the Closing that are not contemplated by this Agreement; provided, however, that the Income Tax Amount shall not be less than zero in any jurisdiction and, for the avoidance of doubt, shall be determined in accordance with Section 5.11.4.
Income Tax Amount means any and all unpaid income Taxes of the Company Entities for all taxable periods (or portions thereof, as determined by Section 5.07) ending on or prior to the Closing Date, including all amounts owed by the Company on behalf of any stockholder which amounts (x) shall be calculated on a jurisdiction-by-jurisdiction basis and shall not be less than zero as to the Company or in any jurisdiction, (y) shall not include any offsets or reductions with respect to tax refunds or overpayments, and (z) shall be calculated by including in taxable income any deferred revenue or prepaid amounts that were collected in a taxable period ending on or prior to the Closing Date but would not otherwise be included in taxable income until a taxable period after the Closing.
Income Tax Amount means the amount of Income Taxes payable by, or with respect to, the Company or any of its Subsidiaries, for periods (or portions thereof) ending on or before the Closing Date that are due or payable after the Closing Date (computed after taking into account estimated Income Tax Payments made prior to the Closing Date, but without regard to any rights to Income Tax refunds receivable after the Closing Date).