Income Tax Liability Amount definition

Income Tax Liability Amount means, without duplication and which amount may not be reduced below zero (0) in any jurisdiction, an amount equal to the accrued and unpaid Income Taxes of any Group Company for any Pre-Closing Tax Period that are due and payable following the Closing Date with respect to any Income Tax Return that is not yet due (taking into account any applicable extensions) and with respect to solely those jurisdictions in which such Group Company is currently filing Income Tax Returns or commenced business operations or activities after December 31, 2023, which for such purpose shall be determined (a) by including Transaction Tax Deductions in Pre-Closing Tax Periods of the Group Companies to the extent permitted under Applicable Law at a “more likely than not” or greater level of comfort, (b) by taking into account any prepayment or overpayment (including any estimated Tax payments) of Income Taxes for such Pre-Closing Tax Periods of any Group Company, (c) in accordance with past practice of the Group Companies in preparing Income Tax Returns (including any reporting positions, elections or accounting methods) to the extent permitted under Applicable Law, (d) by excluding any deferred Tax Liabilities or any Liabilities for accruals or reserves established or required to be established in accordance with GAAP for contingent Taxes or uncertain Tax positions, (e) by excluding any Income Taxes attributable to actions taken by the Group Companies on the Closing Date and after the Closing (other than actions contemplated by this Agreement) or otherwise arising as a result of any financing or refinancing arrangements entered into at the direction of Parent or its Affiliates, and (f) applying the conventions set forth in Section 8.5 for purposes of determining the amount of any Income Taxes allocable to the Pre-Closing Tax Period in the case of any Straddle Period. 1103593863\14\AMERICAS

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Income Tax Liability Amount means any and all accrued but unpaid income Taxes (including as a result of any amounts includible in gross income under Sections 951 or 951A of the Code) of any Group Company for any Pre-Closing Tax Period (determined on a jurisdiction- by-jurisdiction basis and each Tax type and not to be less than zero in respect of any jurisdiction and each Tax type). The calculation of Income Tax Liability Amount shall (A) exclude any deferred Tax liabilities or Tax assets, (B) take into account the effect of the any deductions attributable to Company Transaction Expenses to the extent available at a “more likely than not” or higher level of comfort to reduce (not below zero) the income Tax liability to which they are relevant, (C) be prepared in accordance with the past practice (including reporting positions and accounting methods) of the applicable Group Company in preparing Tax Returns for income Taxes unless otherwise required by a change in applicable Law, (D) exclude any income Tax liabilities resulting from actions taken by Purchaser or its Affiliates (including following the Closing, the Group Companies) on the Closing Date after the Closing outside the ordinary course of business (unless required or expressly permitted by any Transaction Document or required by applicable Law), (E) in the case of a Straddle Period, be determined in accordance with Section 6.3 and (F) exclude any corporate income Taxes which are the subject matter of a Seller Consolidated Return to the extent it is not reasonably be expected that any Group Company will be required to pay such corporate income Taxes after the Closing, including by way of a Tax Sharing Agreement. “Indebtedness” means, of any Person and as of any time, all (a) Funded Debt of such Person; and (b) any obligations of such Person to guarantee or otherwise provide collateral or credit support for any of the obligations described in clause (a) on behalf of any Person other than, in the case of any Group Company, any other Group Company. “Information Security Program” means a written information security program that constitutes reasonable security procedures and practices appropriate to the nature of Personal Data, that complies with Privacy Requirements and relevant binding industry standards and that

Income Tax Liability Amount means the amount equal to the Liability for Income Taxes of the Share Deal Entities accrued but unpaid (whether or not yet due) as of 24:00 hrs CE(S)T of the Closing Date with respect to any Pre-Closing Tax Period.

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.
The unpaid Income Taxes of the Acquired Companies for all taxable periods (or portions thereof) ending on or before the Closing Date does not exceed the Income Tax Liability Amount.
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.
The Agreed Pre-Closing Period Income Tax Liability Amount will be included in the balance sheet for Newco in connection with the Permitted Reorganization.
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.

More Definitions of Income Tax Liability Amount

Income Tax Liability Amount means an amount (not less than zero) equal to the liability for income Taxes of the Acquired Companies for the Pre-Effective Time Tax Period and the portion of any Straddle Period that ends on the Effective Time Cut-off Date that are unpaid as of the Effective Time; provided, that, the Income Tax Liability Amount shall be determined in accordance with the principles set forth in Section 8.2(g).

Income Tax Liability Amount means an amount equal to the sum of the Income Tax Liability separately calculated for (i) each jurisdiction in which any of the Companies filed Tax Returns for Income Taxes for the last Tax year for which a Tax Return was due (taking into account any applicable extensions) and (ii) each jurisdiction in which any of the Companies commenced activities on or after the end of such Tax year.

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.

Income Tax Liability Amount means, without duplication, an amount equal to the aggregate liability for accrued but unpaid income Taxes of Truist Partners (other than income Taxes payable by the parent or any other member (that is not Truist Partners or a Company Entity) of a consolidated group (within the meaning of Treasury Regulations § 1.1502-2) or other consolidated, combined,

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.

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