Tax Liability Amount means an amount (not less than $0 with respect to any jurisdiction) equal to the sum of the unpaid Taxes of the Company Group, computed for each Pre-Closing Tax Period and the portion of each Straddle Period ending at the end of the Closing Date, as determined in accordance with the principles set forth in Section 10.02 and, unless otherwise required by applicable Legal Requirements, calculated in accordance with the past practice of the Company Group in preparing Tax Returns (including reporting positions, elections and accounting methods) and only with respect to those jurisdictions in which the Company has previously filed Tax Returns for Taxes and any jurisdictions in which the Company has commenced operations since January, 1 2021; provided notwithstanding anything in this Agreement to the contrary, for purposes of calculating such liability for Taxes; (i) any overpayment or credit of Taxes (including estimated Taxes) that will be credited against or reduce a particular liability for income Taxes shall be taken into account as permitted by applicable Legal Requirements; (ii) if applicable, seventy percent (70%) or any success-based fees of the Company Group (as defined in Treasury Regulations Section 1.263(a)-5(f)) shall be treated as deductible in accordance with Rev. Proc. 2011-29, (iii) any income Taxes arising from transactions outside of the ordinary course of business occurring on the Closing Date after the time of the Closing entered into by or at the direction of Parent (or any Affiliate thereof (including for avoidance of doubt, following the Closing, the Company Group)) (other than any transactions required by this Agreement); (iv) the applicable taxable period for each member of the Company Group that is a “controlled foreign corporation” within the meaning of Section 957 of the Code shall be deemed to end on the Closing Date in an interim closing of the books; (v) any liabilities for accruals or reserves properly established under GAAP methodologies that require the accrual for contingent income Taxes or with respect to uncertain Tax positions shall be excluded; and (vi) any Tax liabilities or assets that are included in Closing Net Working Capital shall be excluded.
Tax Liability Amount shall have the meaning ascribed to such term in Section 9.9 hereof.
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
For purposes of computing (A) the Tax Liability Amount included in Indebtedness or (B) the amount of any Tax Refund pursuant to Section 6.3(b), any item of income or gain recognized on -63 the Closing Date resulting from any transaction that is effected by the Buyer outside the ordinary course of business on the Closing Date (other than as contemplated by this Agreement) following the Closing shall be ignored.
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 Section 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 Schedule 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.