Tax Liability Amount means an amount (which shall never be less than zero ($0) dollars) equal to the sum of the aggregate amount of any accrued and unpaid Income Taxes of the Company and its Subsidiaries for the Pre-Closing Tax Period ending December 31, 2021 and the Pre-Closing Tax Period (or portion thereof) that ends on the Closing Date in respect of solely those jurisdictions in which the Company or its applicable Subsidiary is currently filing Tax Returns determined (i) by including the Transaction Tax Deductions as accrued and deductible in the Pre-Closing Tax Period (or the portion of any Straddle Period) that ends on the Closing Date to the fullest extent permitted under applicable Tax Law (using a “more likely than not” level of comfort); provided, that the parties acknowledge and agree that 70% of any “success-based” fees payable to Xxxxxxx Xxxxx & Co. (or any of its Affiliates) in connection with Closing shall be treated as “more likely than not” deductible in a Pre-Closing Period, (ii) by excluding any liabilities for accruals or reserves established or required to be established under GAAP methodologies for contingent Income Taxes or with respect to uncertain Tax positions, (iii) by excluding any Taxes attributable to any action taken by Purchaser or any of its Affiliates (including the Company) after the Closing outside the Ordinary Course of Business, (iv) 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, (v) as if the current taxable period of the Company and each Subsidiary were treated as ending on the Closing Date, (vi) in accordance with the Accounting Methodology and the past practices (including reporting positions, elections and accounting methods) of the Company and its Subsidiaries in preparing its Income Tax Returns (unless otherwise required by Law), (vii) by including any prepayments of Taxes, estimated payments of Taxes and available refunds and credits of Income Taxes resulting from overpayment of such Taxes in a prior taxable period and (viii) by excluding any deferred Income Tax assets and liabilities.
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
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.
To the extent of Distributable Cash Flow, the Company shall distribute to each Member with respect to each taxable year of the Company (excluding the taxable year in which the Company is being liquidated) an amount of cash equal to such Member’s Tax Liability Amount for such taxable year (a “Tax Distribution”).
The Sabra Indemnified Parties shall not be entitled to indemnification with respect to, and may not assert, any claim for indemnification arising out of or relating to matters described in this Section 2.03(a) in respect of any Indemnifiable Loss incurred or suffered by such Sabra Indemnified Parties unless and until the aggregate amount of all Indemnifiable Losses that the Sabra Indemnified Parties may have under this Section 2.03(a) exceeds the Estimated SpinCo Tax Liability Amount.
Following the date of this Agreement, the Company shall use commercially reasonable efforts to determine the Tax Liability Amount and shall provide Purchaser, no later than seven (7) Business Days prior to the Closing Date, its estimate of the Tax Liability Amount.
Laminar and𝛛 (𝜌𝑢 𝑢 ) = 𝛛𝛛𝑢𝑗𝛛𝑢𝑖𝛛𝑝incompressible flow and constant air properties are assumed 𝛛𝑥𝑖𝑖 𝑗 𝛛𝑥𝑖(𝜇 ( 𝛛𝑥𝑖+𝛛𝑥𝑗)) − 𝛛𝑥𝑗(2)in solving these equations.
More Definitions of Tax Liability Amount
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 (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 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 (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.
Tax Liability Amount has the meaning set forth in Section 4.2(d).