Income Tax Liability Accrual means an amount (which amount shall not be less than zero for any taxpayer in any jurisdiction for any taxable period or portion thereof) equal to the sum of the Income Tax Liability separately calculated for (a) each jurisdiction in which the Company or any of its Subsidiaries filed Tax Returns for Income Taxes for the year ended December 31, 2016 and (b) each jurisdiction in which the Company and any of its Subsidiaries commenced activities on or after January 1, 2017.
Income Tax Liability Accrual means an amount equal to the aggregate liability for unpaid cash income Tax liabilities of the Group Companies that are first due to be paid after the Closing Date for Pre-Closing Tax Periods in jurisdictions where the Group Companies filed a Tax Return for the last Tax period for which a Tax Return was due (taking into account any applicable extensions) or commenced activities after the end of such Tax period. In the determination of the Income Tax Liability Accrual, (a) Transaction Deductions (to the extent “more likely than not” deductible in the Pre-Closing Tax Period) and estimated Tax payments shall be taken into account in the Pre-Closing Tax Periods to the fullest extent permitted by Law, (b) net operating losses generated in a Pre-Closing Tax Period shall be utilized in the Pre-Closing Tax Periods to the maximum extent permitted by Law, (c) all unpaid income Tax liabilities with respect to a Straddle Period shall be calculated based on a closing-of-the-books basis as if the taxable year ended with the Closing Date (consistent with Section 9.5) and the past practice of the Group Companies, and (d) it shall be assumed that no election under Section 338 or Section 336 of the Code (or any similar provisions under state, local or non-U.S. Law) was made with respect to the acquisition of the Group Companies. If Buyer undertakes any of the following actions, such actions will be disregarded for purposes of calculating the Income Tax Liability Accrual: (i) take any actions outside the ordinary course of business on the Closing Date following the Closing or convert or otherwise change the Tax classification of any Group Company under applicable state, local or non-U.S. Law; (ii) make, change or revoke any Tax election with respect to any Group Company solely for, or that has retroactive effect to, a Pre-Closing Tax Period; (iii) file, amend or otherwise modify any Tax Return with respect to any Group Company solely for a Pre-Closing Tax Period (other than any Tax Return filed pursuant to Section 9.3); or (iv) initiate voluntary contact (including through any voluntary disclosure program) with any Governmental Authority in respect of Taxes or Tax Returns of any Group Company solely for any Pre-Closing Tax Period.
Income Tax Liability Accrual means an amount (which shall be not less than zero) equal to the sum of the Income Tax Liability (Overpayment) separately calculated for each jurisdiction in which the Company and its Subsidiaries are subject to Income Taxes as of the Closing Date, with any overpayment attributable to a jurisdiction constituting a negative amount.
Examples of Income Tax Liability Accrual in a sentence
Except as set forth on Schedule 3.06(b)(ii), neither the Company nor any of its Subsidiaries has any outstanding Indebtedness (other than the Income Tax Liability Accrual).
For the avoidance of doubt, in the event that the amount of any Tax shown as due on any such Income Tax Return exceeds the amount of such Tax reflected in the Income Tax Liability Accrual, the Indemnified Persons shall be entitled to indemnification for such Tax to the extent provided in Article IX.
The unpaid Income Taxes of the Company for all Taxable periods (or portions thereof) ending on or before the Closing Date will not exceed the Income Tax Liability Accrual.
In the event that the amount of any Tax shown as due on such Income Tax Returns is less than the amount of such Tax reflected in the Income Tax Liability Accrual (as finally determined), Parent shall pay to the Paying Agent (for further distribution to the Shareholders) the amount of such difference within 10 days of filing the applicable Tax Return.
For purposes of computing Indebtedness (including, without limitation, in computing the Income Tax Liability Accrual), any item of income or gain recognized on the Closing Date resulting from any transaction that is outside the ordinary course of business that is effected by the Buyer following the Closing shall be ignored.
More Definitions of Income Tax Liability Accrual
Income Tax Liability Accrual means an amount equal to the aggregate liability for unpaid Income Taxes of the Acquired Companies that are first due to be paid after the Closing Date with respect to the Pre-Closing Tax Periods, and disregarding any transactions outside the Ordinary Course of Business taken by the Acquired Companies on the Closing Date but after the Closing at the direction of Buyer and its Affiliates, provided that such direction does not arise from a requirement to comply with applicable Law (such requirement as reasonably determined by Buyer and Seller).
Income Tax Liability Accrual means an amount (which amount shall not be less than zero for any taxpayer in any jurisdiction for any taxable period or portion thereof) equal to the sum of the Income Tax Liability separately calculated for (i) each jurisdiction in which any Acquired Company filed Tax Returns for Income Taxes the last tax year for which a Tax Return was due (taking into account any applicable extensions) and (ii) each jurisdiction in which any Acquired Company commenced activities after the end of such tax year.
Income Tax Liability Accrual means an amount equal to the aggregate liability for unpaid cash Income Tax liabilities of the Acquired Companies that are first due to be paid after the Closing Date for Pre-Closing Tax Periods in jurisdictions where the Acquired Companies filed a Tax Return for the last Tax period for which a Tax Return was due (taking into account any applicable extensions), commenced activities after the end of such Tax period, or with respect to gross receipts Taxes in Tennessee and Oregon, which amount for the avoidance of doubt cannot be less than zero and shall take into account any Dissolution or Transfer completed prior to the Closing pursuant to Section 5.7(a). In the determination of the Income Tax Liability Accrual, (a) all unpaid cash Income Tax liabilities with respect to Pre-Closing Tax Periods shall be calculated in accordance with Section 7.6(a) and the past practice of the Acquired Companies, except as otherwise required by applicable Law, (b) net operating losses shall be utilized in Pre-Closing Tax Periods to the maximum extent permitted by Law, (c) any transactions effected by, on behalf of, or at the direction of, Buyer or any of its Affiliates on or after the Closing Date shall be excluded, (d) Income Taxes that are included in the Income Tax Liability Accrual and that are deductible for U.S. federal Income Tax purposes shall be deemed deductible in the Pre-Closing Tax Period ending on the Closing Date and (e) there should be included in taxable income of the Acquired Companies for the Pre-Closing Tax Periods, an amount equal to any prepaid amount received by the Acquired Companies on or prior to the Closing Date but not included in taxable income in a Pre-Closing Tax Period and includable in taxable income of the Acquired Companies in a Post- Closing Tax Period.
Income Tax Liability Accrual means the sum (which shall not be less than zero ($0)) of (I) an amount equal to the aggregate liability for unpaid Income Tax liabilities of the Company Group that are first due to be paid after the Closing Date with respect to Pre-Closing Tax Periods and the pre-Closing portion of any Straddle Period in jurisdictions where a Group Company filed a Tax Return for the taxable year ending March 31, 2023, or commenced activities on or after April 1, 2023, which shall (a) be calculated in accordance with Section 5.8(e), and the past Tax filing positions and methods of accounting of the Company Group to the extent permitted by applicable Law, (b) not be less than zero ($0) with respect to any type of Income Tax in any jurisdiction, (c) take into account Transaction Tax Deductions to the extent deductible in a Pre-Closing Tax Period determined under a “more likely than not” or higher standard, (d) disregard deferred Tax assets and liabilities of the Company Group, and (e) exclude any Taxes attributable to transactions outside the Ordinary Course of Business on the Closing Date after the Closing; plus (II), to the extent not included in clause
Income Tax Liability Accrual means an amount equal to the sum of the Income Tax Liability separately calculated for (a) each jurisdiction in which an Acquired Company filed Tax Returns for Income Taxes with respect to the last Tax year for which a Tax Return was due (taking into account any applicable extensions) and (b) each jurisdiction in which an Acquired Company commenced activities after the end of such Tax year; provided, however, that the “Income Tax Liability Accrual” (i) shall be determined in accordance with the past practices of such Acquired Company, (ii) shall not include any Taxes resulting from any action by Buyer on the Closing Date following the Closing that is outside the Ordinary Course of Business, (iii) shall be determined, in the case of any Straddle Period, by assuming that such Straddle Period ends on the end of the Closing Date, and (iv) shall reflect any Transaction Deductions in a Pre-Closing Tax Period to the extent permitted by applicable Law.
Income Tax Liability Accrual means an amount equal to the sum of (a) an amount (which amount shall not be less than zero for any taxpayer in any jurisdiction for any taxable period or portion thereof) equal to the sum of the Income Tax Liability separately calculated for (i) each jurisdiction in which the Company filed an Income Tax Return for the last Tax year for which an Income Tax Return was due in such jurisdiction (taking into account any applicable extensions) and (ii) each jurisdiction in which the Company commenced activities after the end of such Tax year, and (b) an amount equal to the product of (i) the Applicable Tax Rate and (ii) any amounts not included in taxable income in Pre-Closing Tax Periods by the Company pursuant to Rev. Proc. 2004-34 or Section 451(c) of the Code (or any corresponding provision of applicable Law).
Income Tax Liability Accrual means an amount equal to the aggregate unpaid Income Tax liabilities of the Company Entities for any taxable period or portion thereof (the amount of which will not be less than zero for any taxpayer in any jurisdiction for any taxable period or portion thereof except to the extent that there is an overpayment of such taxes made prior to the Closing in such jurisdiction for such taxable period or portion thereof) for jurisdictions in which any Company Entity filed an Income Tax Return for the last Tax year for which an Income Tax Return was due (taking into account any applicable extensions) and jurisdictions in which any Company Entity commenced activities after the end of such Tax year, separately calculated for each jurisdiction. The Income Tax Liability Accrual shall (i) include any Taxes payable by the Company Entities with respect to any income included pursuant to Section 965 of the Code and (ii) be determined by including in income for Pre-Closing Tax Periods any income includable by the Company Entities pursuant to Sections 951 and 951A of the Code with respect to Pre-Closing Tax Periods (determined, in the case of any CFC giving rise to such income whose taxable year includes but does not end on the Closing Date, as if such taxable year ended on the Closing Date without offsetting such income for such taxable year by any loss or other Tax attribute from a Pre-Closing Tax Period except to the extent such loss or other Tax attribute is available in taxable periods (or portions thereof) beginning after the Closing Date).