Taxes payable definition
Taxes payable means any amount referred to in subparagraphs “c” and “d” above.
Taxes payable means any amount referred to in paragraphs 7.30(1)“c” and “d” above.
Taxes payable means, as of the Closing Date, and without duplication, an aggregate amount (which aggregate amount computed with respect to all jurisdictions shall not be less than zero in the aggregate, but can, for clarity’s sake, be less than zero with respect to any given jurisdiction) equal to the aggregate unpaid income and withholding Taxes of the Purchased Entities attributable to any Pre-Closing Tax Period that ends on the Closing Date or any other Pre-Closing Tax Period (or portion thereof) that includes the Closing Date, in each case, only with respect to jurisdictions in which the applicable Purchased Entity filed a Tax Return for income Taxes for the 2020 Tax year and any jurisdiction in which the Purchased Entity, as applicable, first becomes required to file a Tax Return for income or withholding Taxes as a result of actions or transactions taken or entered into after December 31, 2020 and prior to the Closing; provided that the calculation of Taxes Payable shall (a) be prepared in accordance with the past practices (including reporting positions, elections, jurisdictions, and accounting and valuation methods) of the Purchased Entities, (b) exclude (i) any deferred Tax liabilities, (ii) any liabilities in respect of any speculative or contingent liabilities for Taxes or with respect to uncertain Tax positions, (iii) any Tax liabilities to the extent resulting from actions taken by the Purchased Entities, the Buyer, any Other Buyer, or any of their respective Affiliates on the Closing Date after the Closing (or which are effective on the Closing Date after the Closing) not contemplated by this Agreement and outside the ordinary course of business, (iv) any Tax liabilities to the extent resulting from any financing or refinancing arrangements entered into at any time by or at the direction of Buyer, any Other Buyer or any of their Affiliates in connection with the transactions contemplated hereby, (v) any income or withholding Tax liabilities otherwise reflected on a full dollar basis in the Final Consideration, and (vi) any election made after the Closing that increases the amount of income realized in (or Tax payable for) a Pre-Closing Tax Period (other than any election that is otherwise permitted under clause (a)), (c) take into account estimated (or other prepaid) Tax payments and any overpayments of Taxes, net operating losses, Tax credits, Tax amortization, and other, similar Tax assets, deductions (including, for the avoidance of doubt, the deduction...
Examples of Taxes payable in a sentence
Not less than three (3) Business Days prior to the Closing Date, the Representative shall prepare and deliver to Acquiror a detailed itemization and description (listing the jurisdiction and type of Tax by legal entity) of any Taxes due or owed which the Representative seeks to include in the calculation of Estimated Taxes Payable.
The Representative shall remit to Acquiror an amount equal to the Taxes due as reflected on such Straddle Returns, to the extent that such Taxes (i) are apportioned to the portion of the Straddle Period ending on the Closing Date, and (ii) are not specifically reflected in the calculation of Taxes Payable, as reflected in the Final Closing Merger Consideration, at least five (5) days prior to the due date (including extensions) for filing such Straddle Returns.
The Representative shall remit to Acquiror, no later than five (5) days prior to the due date (including extensions) for filing such Tax Returns, the amount of any Taxes due as reflected on such Tax Returns to the extent such Taxes are not specifically reflected in Taxes Payable as reflected in the Final Closing Merger Consideration.
More Definitions of Taxes payable
Taxes payable means any current Liabilities for Income Taxes of the Company and any of its Subsidiaries, but excluding, for the avoidance of doubt, (i) any deferred Tax Liabilities solely to the extent relating to temporary differences between financial and tax accounting and excluding, for the avoidance of doubt, any current deferred cash Tax liabilities (other than any prepaid amount), (ii) any Deferred Taxes and (iii) any Liabilities for non-Income Taxes included in the calculation of Net Working Capital.
Taxes payable means outstanding amounts of taxes payable other than relating to taxes payable on dividends, including tax penalties and interest. For the avoidance of doubt, Taxes payable shall be increased by amounts calculated on an accruals basis for the period between the date of the end of the latest reporting (tax) period and the Completion Date (in case the Completion date does not fall on the end of the reporting (tax) period). The calculation of these additional tax liabilities will be simplified and will be based on the Russian accounting data only for the period between the end of the respective reporting (tax) period and Completion Date and may not be fully compliant with all requirements for tax calculation provided by tax law.
Taxes payable means any unpaid Taxes of the Company or any Company Subsidiary as of the Closing Date (net of any prepayments of estimated payments).
Taxes payable shall, with respect to a Subsidiary, mean the federal income tax liability of such Subsidiary as determined under paragraph 4 of this Agreement.
Taxes payable means any and all unpaid and payable income, franchise or sales Taxes of the Corporations as of the Closing Date, including any built-in gain tax as a result of the transactions contemplated by this Agreement. The Purchase Price Calculation Statement sets forth the Taxes Payable (indicating the amount of each individual component of Taxes Payable and the Person or Governmental Authority to whom such Taxes Payable is owed).
Taxes payable means the portion of the Monthly Spousal Annuity subject to federal income taxes multiplied by forty percent (40%); provided further that the foregoing monthly payment shall be reduced (but not below zero) by the amount of any disability insurance payments made to ▇▇▇▇▇▇▇ or his spouse under any insurance plans provided and paid for by the Company or any of its affiliates and any payments made to ▇▇▇▇▇▇▇ or his spouse under any non-contributory defined benefit plan maintained by the Company or any of its affiliates. The phrase “mentally or physically disabled” shall have the meaning ascribed to it in the Advisor Agreement. If the Trustee makes a determination not to purchase the Monthly Spousal Annuity upon the death of ▇▇▇▇▇▇▇ while the Spouse is living or if ▇▇▇▇▇▇▇ designates someone other than the Spouse directly or indirectly through the Trust as the beneficiary of the Insurance Benefit, the Monthly Spousal Annuity will be deemed to equal the monthly annuity amount that could otherwise have been purchased by the Trustee for the Spouse if such a determination had not been made. The Wage Continuation Payment shall be payable to the Spouse in equal monthly installments commencing with the first day of the first month following the month of ▇▇▇▇▇▇▇’▇ death and shall continue monthly until the death of the Spouse.
Taxes payable means the aggregate amount of all Taxes imposed by any Governmental Entity that are payable by the Company with respect to any taxable year or taxable period or portion thereof ending on or prior to the Closing Date that remain unpaid as of the Closing, including, but not limited to, any Taxes imposed in connection with any transaction bonuses or other amounts payable by the Company to any employee or service provider as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, and without reduction for any Tax assets, receivables, refunds or benefits of the Company, as described on the Estimated Schedule required under Section 2.4(a)(i) and itemized pursuant to Section 6.9(a).