Tax Deficit definition
Tax Deficit has the meaning ascribed thereto in Section 8(g).
Tax Deficit means (a) in the event the Closing occurs on or prior to March 31, 2018, the amount of unpaid Income Taxes of the Company and the Company Subsidiaries with respect to the Tax period (or portion thereof) of the Company and the Company Subsidiaries ending on the Closing Date and (b) in the event the Closing occurs after March 31, 2018, the amount of unpaid Income Taxes of the Company and the Company Subsidiaries with respect to the Tax period (or portion thereof) of the Company ending after March 31, 2018 and unpaid Income Taxes of the Company for the Tax period of the Company ending on the Closing Date (in each case, other than with respect to Income Taxes for Tax Returns of the Company that have been filed as of the Closing with the payment of all Income Taxes shown as due on such Tax Returns) (the Tax periods described in clause (a) or (b), the “Relevant Tax Period”); provided that, any such period shall be appropriately adjusted if there are different taxable years for state, local or foreign Tax purposes. For purposes of computing the Tax Deficit, any deduction attributable to Transaction Expenses shall be included in a period within the Relevant Tax Period to the extent permitted by applicable Law and consistent with past practice. The calculation of the Tax Deficit shall be computed as the sum of the positive amounts attributable to applicable Taxes for each of (A) the United States and (B) Tax Authorities other than the United States (with respect to which applicable Taxes shall be calculated on an aggregate basis using a blended rate, reasonably reflective of past periods), separately for each Tax year in the Relevant Tax Period. The determination of the Tax Deficit shall be made on a basis consistent with Section 9.01(b).
Tax Deficit means the difference between the amount of tax or central subsidy, whether or not declared (reported), and the amount assessed on the basis of a tax return (declaration) and subsequently levied by the tax authority, or any tax revenues unpaid owing to tax evasion, as established by the final decision of a criminal court, or a central subsidy received for which the taxpayer was not eligible;
Examples of Tax Deficit in a sentence
Alternatively, if the 382 Analysis indicates that the Tax Conditions are not Satisfied, then (i) the Tax Deficit as set forth in the Section 382 Study shall be less than or equal to $5,000,000.00 and (ii) Seller shall have agreed, in writing, to reduce the Purchase Price by the amount of the Tax Deficit.