Seller Deferred Closing Taxes means any Income Taxes imposed on (i) a Deferred Business Transferred Entity or for which a Deferred Business Transferred Entity is liable to the extent the payment of such Income Taxes gives rise to a Tax Attribute in such amount for Sellers or any Retained Entity and which Tax Attribute results in an actual reduction in cash taxes payable by the Sellers or any of the Retained Entities (determined on a “with and without basis” during the year which includes the Deferred Closing and the following year) and (ii) the Deferred Business Transferred Assets, in each case relating to Tax periods (or portions thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (using principles similar to those used for determining Taxes allocable to a Straddle Period in accordance with the definition thereof).
Examples of Seller Deferred Closing Taxes in a sentence
If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority.