Income Tax Liability Amount definition

Income Tax Liability Amount means an amount, which shall not be less than zero in the aggregate or in any jurisdiction, equal to the aggregate of any unpaid Income Taxes of the Company for any Pre-Closing Tax Period (including the pre-closing portion of any Straddle Period), solely in respect of those jurisdictions in which the Company is currently filing Income Tax Returns and in which (a) an Income Tax Return for the applicable Pre-Closing Tax Period has not been filed prior to the Closing and the due date (taking into account any valid extensions) of such Income Tax Return is after the Closing Date, or (b) an Income Tax Return for the applicable Pre-Closing Tax Period has been filed prior to the Closing but the Taxes shown as due on such Income Tax Return have not been fully paid prior to the Closing (but only to the extent of such unpaid Taxes reflected on such Income Tax Return). In the determination of the Income Tax Liability Amount, such amount shall be calculated (i) by excluding all Income Taxes of any Seller Affiliated Group; (ii) with respect to a Straddle Period in accordance with Section 5.06(c); (iii) by taking into account Transaction Tax Deductions in an applicable Pre-Closing Tax Period to the extent deductible by the Company in such Pre-Closing Tax Period or applied to reduce an Income Tax of the Company relating to a Pre-Closing Tax Period in any such period, in each case, at least at a “more likely than not” or higher level of comfort under applicable Law; (iv) without regard to any accruals or reserves established or required to be established for contingent Income Taxes or with respect to uncertain Tax positions; (v) by excluding any Income Taxes attributable to or arising from any transaction or other action occurring after the Closing on the Closing Date outside the Ordinary Course of Business; (vi) in a manner consistent with past custom and practice in preparing the Company’s Income Tax Returns with respect to the applicable Income Taxes; (vii) without regard to any deferred Income Tax liabilities; (viii) by taking into account any applicable estimated or prepaid Income Taxes paid to the applicable Governmental Authority with respect to any such Pre-Closing Tax Period; and (ix) by taking into account any applicable net operating loss or Income Tax credit carrybacks or carryforwards or similar Tax attributes arising in a Pre-Closing Tax Period to the extent any such attribute is available and permitted to be used in such Pre-Closing Tax Period under applicab...
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Income Tax Liability Amount means an amount (which shall not less than zero) equal to the aggregate unpaid Income Tax liabilities of the Company and its Subsidiaries attributable to any Pre-Closing Tax Period that includes the Closing Date; provided , however, that the Income Tax Liability Amount shall be calculated in accordance with the past practice of the Company and its Subsidiaries in filing their Tax Returns, and shall (a) exclude any deferred Tax liabilities and deferred Tax assets, (b) take into account estimated (or other prepaid) Tax payments, (c) take into account any Transaction Tax Deductions, (d) be calculated without regard to any actions of any of Purchaser, the Company and its Subsidiaries, or their respective Affiliates after the Closing (including, for the avoidance of doubt, any amendment of any Tax Return, any filing of any voluntary disclosure agreement with any Taxing Authority, or any other similar action), (e) not take into account any financing or refinancing arrangements entered into at any time by or at the direction of the Purchaser or any of its Affiliates or any other transactions entered into by or at the direction of the Purchaser or any of its Affiliates in connection with the transactions contemplated
Sample 1
Income Tax Liability Amount means an amount (which may only be negative) equal to the current unpaid income Tax liabilities of the MMIS Entities for any Pre-Closing Tax Period, less the current income Tax assets of the MMIS Entities for the Pre-Closing Tax Period, determined
Sample 1

Examples of Income Tax Liability Amount in a sentence

  • The Notice of Disagreement shall set forth in reasonable detail the (i) basis for such dispute, (ii) amounts involved and (iii) Equityholders’ Representative’s determination of the amounts of the Closing Book Value as of the Measurement Time, the Closing Transaction Expenses, the Income Tax Liability Amount, the Aggregate Merger Consideration and Per Share Merger Consideration.

  • Goodyear shall be solely responsible for the Income Taxes for all Pre-Closing Periods to the extent such taxes exceed the Agreed Pre-Closing Period Income Tax Liability Amount included in the balance sheet.

  • Parent shall be solely responsible for the income Taxes, franchise Taxes and Taxes based on net worth (including penalties and interest thereon) for all Pre-Closing Periods to the extent such taxes exceed the Agreed Pre-Closing Period Income Tax Liability Amount included in the calculation of the Final Net Working Capital.

  • Xxxxxxx, III Its: Chief Manager Its: Chief Manager Red River Wireless, LLC Graystone Holdings, LLC By: /s/ By: /s/ Name: Xxxxxxx X.

  • The Agreed Pre-Closing Period Income Tax Liability Amount will be included in the Final Net Working Capital.


More Definitions of Income Tax Liability Amount

Income Tax Liability Amount means, without duplication, an amount equal to the sum of (i) an amount (not less than zero in any jurisdiction) equal to the sum of all current Liabilities for unpaid Income Taxes of the Company for all Pre-Closing Periods or the portion of any Overlap Periods allocated to the Shareholders (determined in accordance with Section 7.01(d)), in each case, calculated (A) in a manner consistent with the past practices and procedures of the Company in filing Returns and paying Taxes (including reporting positions, jurisdictions and types of Taxes, elections and accounting methods), to the extent permitted under applicable Law and assuming, for this purpose, that the completed contract method of accounting with respect to the Company’s long-term construction contracts is permitted under applicable Law, (B) without regard to any election made under Section 336 or 338 of the Code in connection with the transactions contemplated by this Agreement, (C) without regard to any deferred Income Tax liabilities established to reflect timing differences between book and Tax income and (D) without regard to any transactions with respect to the Company outside the ordinary course of business taken on the Closing Date after the Closing (except to the extent expressly contemplated under this Agreement), (E) taking into account Transaction Tax Deductions to the extent “more likely than not” deductible in the Tax period ending on the Closing Date, (F) by taking into account any net operating loss carryover or capital loss carryover of the Company to the extent available, and taking into account (1) the Closing and (2) any Taxes resulting from any adjustment pursuant to Section 481 of the Code (or any similar provision of state, local or foreign Tax law) with respect to any accounting method change effected on or prior to the Closing Date and (3) any Taxes resulting from any inclusion under Section 951 or Section 951A of the Code as a result of any transaction effected prior to the Closing or under Section 965 of the Code (including as a result of an election under Section 965(h) of the Code and/or any other application of Section 965 of the Code) and (ii) the Completed Contract Adjustment Amount.
Sample 1
Income Tax Liability Amount means the amount (which shall not be less than zero and, for the avoidance of doubt, shall not include any tax assets other than tax assets which legally offset the corresponding tax liability in the same tax period) of accrued and unpaid income Tax Liabilities of the Company and its Subsidiaries as of the Measurement Time; provided that any Transaction Tax Deductions which may legally offset any such accrued income Tax liability shall be taken into account to reduce such income Tax liability even if such Transaction Tax Deductions accrue after the Measurement Time. For purposes of calculating the Income Tax Liability Amount, such amount shall be calculated taking into account (i) the accrued income Taxes of the Company and its Subsidiaries as actually reflected on those Tax Returns of the Company and its Subsidiaries that were actually filed or amended before the Closing Date, and (ii) the portion of the accrued income Taxes of the Company and its Subsidiaries with respect to any other taxable years or periods for which no Tax Return has been filed before the Closing Date that are properly allocable to those taxable years or periods (or portions thereof) ending at or before the Measurement Time, using principles similar to those used for allocating Taxes for Straddle Periods, assuming that the Tax Returns to be filed with respect to such periods referred to in clause (ii) are prepared in accordance with past practice of the Company and its Subsidiaries.
Sample 1
Income Tax Liability Amount means an amount (which shall not less than zero) equal to the aggregate unpaid Income Tax liabilities of the Company and its Subsidiaries attributable to any Pre-Closing Tax Period that includes the Closing Date; provided, however, that the Income Tax Liability Amount shall be calculated in accordance with the past practice of the Company and its Subsidiaries in filing their Tax Returns, and shall (a) exclude any deferred Tax liabilities and deferred Tax assets, (b) take into account estimated (or other prepaid) Tax payments, (c) take into account any Transaction Tax Deductions, (d) be calculated without regard to any actions of any of Purchaser, the Company and its Subsidiaries, or their respective Affiliates after the Closing (including, for the avoidance of doubt, any amendment of any Tax Return, any filing of any voluntary disclosure agreement with any Taxing Authority, or any other similar action), (e) not take into account any financing or refinancing arrangements entered into at any time by or at the direction of the Purchaser or any of its Affiliates or any other transactions entered into by or at the direction of the Purchaser or any of its Affiliates in connection with the transactions contemplated hereby, and (f) exclude any liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for contingent Taxes or with respect to uncertain Tax positions.
Sample 1
Income Tax Liability Amount means an amount (which may only be negative) equal to the current unpaid income Tax liabilities of the MMIS Entities for any Pre-Closing Tax Period, less the current income Tax assets of the MMIS Entities for the Pre-Closing Tax Period, determined (a) by including any deduction available with respect to such Taxes from taxable income of the MMS Entities arising in connection with the transactions contemplated hereby and assuming such deductions are accrued for the Pre-Closing Tax Period, (b) by excluding any liabilities for accruals or reserves established or required to be established under GAAP methodologies for contingent Taxes or with respect to uncertain Tax positions, (c) by excluding any Taxes attributable to any action taken by Purchaser or any of its Affiliates (including the MMIS Entities) on the Closing Date after the Closing outside the Ordinary Course of Business or in violation of Section 8.05, (d) in accordance with the Accounting Principles and the past practices (including reporting positions, elections and accounting methods) of the MMIS Entities and the Seller Group in preparing such Tax Returns, (e) by excluding any deferred Tax assets and liabilities, (f) taking into account any estimated Tax payments and overpayments of Taxes and (g) in the case of a Straddle Period, in accordance with Section 8.06.
Sample 1
Income Tax Liability Amount means an amount (calculated as of the end of the Closing Date) equal to the excess (if any) of (A) the sum of the Income Tax Liability separately calculated for (i) each jurisdiction in which a Group 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 (ii) each jurisdiction in which a Group Company commenced activities after the end of such Tax year; provided, however, that the “Income Tax Liability Amount” shall (a) be determined in accordance with the past practices of such Group Company, (b) 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, (c) be determined, in the case of any Straddle Period, by assuming that such Straddle Period ends on the end of the Closing Date (it being understood that items listed in Section 3.09(h) and reportable in a Post-Closing Tax Period shall not be taken into account), (d) shall reflect any Transaction Deductions and (e) be determined by taking into account any liability under Section 965(h) payable by any Group Company, and any Taxes of any Group Company arising or resulting from an inclusion under Section 951 or 951A of the Code for the taxable year that includes the Closing Date, calculated as if the taxable year of each controlled foreign corporation (within the meaning of Section 957 of the Code) giving rise to such amounts ended on the Closing Date, and in each case not taking into account any actions taken by Buyer or the Group Companies after the Closing over (B) the amount of any overpayment of income Taxes of a Group Company calculated using the same principles applicable under clause (A).
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Related to Income Tax Liability Amount

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal franchise or income taxes paid or due to be paid during such period.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Consolidated federal taxable income means the consolidated taxable income of an affiliated group of corporations, as computed for the purposes of filing a consolidated federal income tax return, before consideration of net operating losses or special deductions. "Consolidated federal taxable income" does not include income or loss of an incumbent local exchange carrier that is excluded from the affiliated group under division (A)(1) of this section.

  • Consolidated Income Tax Expense means, for any period, all provisions for taxes based on the gross or net income of Borrower (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), and all franchise taxes of Borrower, as determined on a Consolidated basis and in accordance with GAAP.

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • Straddle Tax Period means any taxable period beginning on or before and ending after the Closing Date.

  • Tax Liabilities means all liabilities for Taxes.

  • State premium tax liability means any liability

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • Net After Tax Amount means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.