Tax Liability Amount shall have the meaning ascribed to such term in Section 9.9 hereof.
Tax Liability Amount means, with respect to any jurisdiction, an amount equal to the liability for Taxes unpaid as of the Closing Date; provided that, for purposes of calculating any such liability for Taxes: (i) such liability for Taxes shall be calculated in accordance with the past practice (including reporting positions, elections, accounting and valuations methods, and accounting methods) of the Company and its Subsidiaries in preparing Tax Returns for Taxes; (ii) all Transaction Tax Deductions shall be taken into account to the extent “more likely than not” deductible (or at a higher level of confidence) in the Pre-Closing Tax Period and applying the seventy percent safe-harbor election under Revenue Procedure 2011-29 to any “success-based fees”; (iii) any financing or refinancing arrangements entered into at any time by or at the direction of Parent, Buyer or any of their respective Affiliates or any other transactions entered into by or at the direction of Parent, Buyer or any of their respective Affiliates in connection with the transactions contemplated hereby shall not be taken into account; (iv) any Taxes attributable to transactions outside the ordinary course of business on the Closing Date after the time the Closing shall be excluded; (v) any liabilities for accruals or reserves established or required to be established under GAAP methodologies with respect to contingent Taxes or with respect to uncertain Tax positions shall be excluded; (vi) any election made after the Closing Date that increases the amount of income realized in (or Tax payable for) a Pre-Closing Tax Period (other than any election actually made on any such Tax Return that is recurring in nature and was consistently made by the Company on Tax Returns filed prior to the Closing Date) shall be excluded; (vii) all deferred Tax liabilities established or required to be established for GAAP purposes shall be excluded; (viii) the amount of accruals for Taxes for the portion of any Straddle Period that is a Pre-Closing Tax Period shall be consistent with Section 9.07; and (ix) any Taxes arising from or attributable to any election made by Buyer or any of its Affiliates under Section 338(g) of the Code shall be excluded.
Tax Liability Amount means, when determined, with respect to a Person taxed as a partnership, S corporation, or disregarded entity for U.S. federal income tax purposes, the excess (if any) of (a) the product of (i) the net amount of cumulative taxable income and gain (net of losses and deductions, and in all cases excluding allocations under Section 704(c) of the Code) currently and previously allocated to such Person’s owners (or the owners’ predecessors-in- interest) in accordance with the Person’s Organizational Documents since the inception of the
Examples of Tax Liability Amount in a sentence
The Company Group will not make a SALT Election for a taxable period that included a Pre-Closing Tax Period unless the Taxes resulting from such SALT Election are included in the final determination of the Tax Liability Amount.
More Definitions of Tax Liability Amount
Tax Liability Amount for any given Taxable Year of the Company means an amount equal to (x) the Assumed Tax Rate multiplied by (1) the taxable income and gain allocated to such Holder for such Taxable Year of the Company (as shown on the applicable Internal Revenue Service Form 1065 Schedule K-1 filed by the Company), excluding partner-level taxable income adjustments made under Code Section 743(b), minus (2) the cumulative losses that have been allocated to such Holder to the extent such losses have not previously reduced taxable income and gain pursuant to this provision, minus (y) such Holder’s pro rata share of any creditable foreign taxes imposed on and paid by the Company to a non-U.S. governmental authority. Distributions to a Holder pursuant to this Section 7.2 shall only be made to the extent that the distributions from the Company to such Holder for the relevant Fiscal Year pursuant to Section 7.1 are less than such Holder’s Tax Liability Amount for such Fiscal Year. The Executive Board shall use its best, good faith efforts to distribute such tax distributions quarterly to the Holders based on estimated amounts during the Fiscal Year.
Tax Liability Amount means an amount (not less than zero) equal to the sum of (i) the unpaid income Taxes of the Company for taxable periods (or portions thereof) ending on or before the Closing Date (whether or not such Taxes are due and payable), calculated (a) in the case of a taxable period that includes but does not end on the Closing Date, on an interim closing of the books basis at the end of the Closing Date, (b) on a jurisdiction by jurisdiction basis, (c) by including in taxable income all adjustments pursuant to Section 481 of the Code (and any analogous or similar provision of Tax Law) that will not previously have been included in income, (d) by taking into account the Tax deductions arising from the Transaction Expenses to the extent deductible in the taxable period ending on the Closing Date at a “more likely than not” or higher level of comfort, and (e) by including (i) the amount of any Taxes attributable to the ownership of any “controlled foreign corporation” as defined in Section 957 of the Code, including the Taxes of the Company attributable to any “subpart F income” as defined in Code Section 952 or “global intangible lowtaxed income” as defined in Section 951A of the Code, determined as if the taxable year of each such controlled foreign corporation ended on the Closing Date, and (ii) the unpaid payroll Taxes of the Company deferred under the CARES Act or any similar Law.
Tax Liability Amount means, for each Company Fiscal Year, the sum of (1) the Ordinary Tax Liability and (2) the Capital Gains Tax Liability.
Tax Liability Amount means an amount equal to the sum (without duplication) of the aggregate unpaid income Tax Liabilities of each Company Entity attributable to any Pre-Closing Tax Period (determined, in the case of any Straddle Period, in accordance with S ection 7.1), which amount shall be calculated: (a) except as otherwise provided in clauses (b) through (d) of this definition, only taking into account income Tax Liabilities, measured as of the end of the Closing Date, for which (i) an originally filed Tax Return has not yet become due and has not yet been filed, (ii) a Tax Return has been filed and reflects income Tax liabilities shown as due that have not been paid in full to the relevant Governmental Authority, or (iii) an audit, proceeding or other Action has been commenced prior to the Closing; (b) by including estimated (or other prepaid) income Tax payments only to the extent that such payments have the effect of reducing the particular unpaid income Tax Liability in respect of which such payments were made; (c) by including in taxable income all adjustments made pursuant to Section 481 of the Code (or any corresponding provision of state or local Law) attributable to a Pre-Closing Tax Period that have not previously been included in income by the applicable Company Entity as of the Closing Date; (d) by taking into account any amounts that any Company Entity will be required to include in income, or exclude from deduction from income, after the Closing Date as a result of any matter specifically disclosed on S chedule 4.14(j); and (e) by otherwise excluding all deferred Tax Liabilities and deferred Tax assets.
Tax Liability Amount means an amount (which shall not be less than zero) equal to the sum of any amounts that would be properly accrued as current liabilities for Income Taxes on the consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date in accordance with GAAP, plus any amount that would be properly reserved under ASC 740 or ASC 450 with respect to Income Taxes on the consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date in accordance with GAAP, provided that such amounts shall be calculated (i) as of the end of the Closing Date, (ii) by including in taxable income all adjustments made pursuant to Section 481 of the Code (or any corresponding provision of state or local Law) that will not previously have been included in income by the Company and its Subsidiaries, (iii) by including in taxable income all amounts that the Company and its Subsidiaries will be required to include after the Closing Date as a result of any prepaid amount or deferred revenue received or realized on or prior to the Closing Date, (iv) by taking into account (without duplication) any Transaction Tax Deductions and any net operating loss or tax credit carryforwards, in each case, to the extent “more likely than not” deductible in the taxable period (or portion thereof) ending on the Closing Date (or in the case of Demilec Inc., the period ending on or immediately prior to the Closing Date) and (v) by otherwise excluding all deferred Tax liabilities and deferred Tax assets.
Tax Liability Amount means an amount equal to $2,000,000.
Tax Liability Amount means, without duplication, an amount equal to the sum of (i) any amounts properly accrued as current liabilities for Taxes on the consolidated balance sheet of the Transferred Press Subsidiaries as of the Closing Date in accordance with US GAAP and (ii) any amount properly reserved under ASC 740 or ASC 450 on the consolidated balance sheet of the Transferred Press Subsidiaries as of the Closing Date in accordance with US GAAP, in each case calculated (a) as of the end of the Closing Date and not as of the immediately preceding day, (b) by including in taxable income all adjustments made pursuant to Section 481(a) of the Code (or any analogous or similar provision of Law) not previously included in income by the Transferred Press Subsidiaries with respect to a Pre-Closing Tax Period, as applicable, and (c) by excluding all deferred Tax liabilities and deferred Tax assets.