Unpaid Income Taxes means an amount (which shall not be less than zero in the aggregate or in respect of any jurisdiction or any type of Income Tax) equal to the unpaid Income Taxes of the Acquired Companies for any Pre-Closing Tax Period for which Tax Returns have not been filed as of the end of the Closing Date solely in respect of those jurisdictions in which the applicable Acquired Company is currently filing Tax Returns for such Income Taxes; provided that the amount of such Income Taxes shall be determined: (a) on an entity-by-entity basis, such that the deductions and losses of one Acquired Company may not be used to offset the income and gain of another Acquired Company unless such offset is actually permitted by applicable Legal Requirements; (b) by including in taxable income any adjustment as a result of a change in or use of an improper method of accounting on or prior to the Closing Date and any prepaid amounts or deferred revenue that, in each case, would not otherwise be included in taxable income on or prior to the Closing Date, and (c) by disregarding or otherwise excluding any transactions or other actions entered into by Purchaser, its Affiliates or the Acquired Companies outside the ordinary course of business on the Closing Date after the Closing not otherwise contemplated by this Agreement; (d) by excluding any Liabilities for contingent Income Taxes or with respect to uncertain Tax positions for which accruals or reserves have been established in accordance with GAAP; (e) in accordance with the accounting methodologies and the past practices (including reporting positions, elections and accounting methods) of the applicable Acquired Company in preparing its Tax Returns in respect of Income Taxes; (f) by excluding any deferred Tax assets and liabilities; (g) by taking into account any estimated payments and overpayments of such Income Taxes with respect to any Pre-Closing Tax Period; and (h) by excluding any Section 338(h)(10) Election Taxes and any Taxes for any Seller-Filed Tax Returns. In the case of any Straddle Period, Unpaid Income Taxes shall include any amount of Income Taxes allocable to the portion of the Straddle Period ending on and including the Closing Date as determined by applying the conventions set forth in Section 8.5.
Unpaid Income Taxes means all unpaid income Taxes accrued as a current liability of any Company Entity or either Blocker with respect to any Pre-Closing Tax Period, including Taxes imposed on income arising under Section 951 of the Code and Section 951A of the Code, and including any Taxes payable under Section 965 of the Code, regardless of whether an election under Section 965(h) of the Code has been made; provided that Unpaid Income Taxes shall be determined (i) in accordance with the past practices of the Company Entities and the Blockers (including reporting positions, elections, accounting methods and determinations with respect to the jurisdictions in which filing is required)unless otherwise required by applicable Law, (ii) taking into account Transaction Tax Deductions to the extent such deductions are “more likely than not” deductible in a Pre-Closing Tax Period, applying the seventy percent safe-harbor election under Revenue Procedure 2011-29 to any success-based fees, (iii) excluding any deferred tax liabilities and (iv) treating any transaction taking place, or item of income or gain arising, outside of the ordinary course of business on the Closing Date after the Closing and at the direction of Buyer as having taken place or arisen on the date immediately subsequent to the Closing Date.
Unpaid Income Taxes means, with respect to the Company and each Company Subsidiary, the amount of unpaid income Taxes payable by the Company or such Company Subsidiary for taxable periods (or portions thereof) ending on or prior to the Closing Date for which a Tax Return has not yet been filed (or for which any income Taxes reflected on such a Tax Return have not yet been fully paid by Closing), calculated (i) solely by taking into account jurisdictions where the Company or the Company Subsidiary, as applicable, filed an income Tax Return for taxable periods ending prior to the Closing Date and in a manner consistent with the past practice, (ii) as of the end of the Closing Date (and treating the tax year of the Company and each of the Company Subsidiaries as ending on the Closing Date to the extent not otherwise required), (iii) taking into account any applicable estimated income Tax payments made prior to Closing, any available income Tax assets of the Company or any of the Company Subsidiaries (for each Company Subsidiary, on a country by country basis), including net operating loss carryforwards, and the Transaction Tax Deductions, in each case, to the extent such payments, income Tax assets or other items actually reduce cash Taxes payable in respect of such taxable periods (or would reduce such cash Taxes if the taxable period closed on the Closing Date), provided, however, that the amount of such reduction cannot exceed the aggregate amount of the Unpaid Income Taxes, and (iv) without regard to any action taken by the Purchaser or its Affiliates (including the Company and the Company Subsidiaries after the Closing) on or after the Closing Date.
Examples of Unpaid Income Taxes in a sentence
C) Automobile Automobiles (Blue Book Value) Other Personal Property & Furniture Mortgages Payable on Real Estate Life Insurance (Cash Surrender Value) Unpaid Real Estate Taxes Retirement Funds/IRA Unpaid Income Taxes 401K Chattel Mortgages KEOGH Loa ns on Life Insurance Policies Profit Sharing/Pension Plan Outstanding Credit Card Debt Other Assets (Sched.
Lil Wayne Owes the IRS$868k in Unpaid Income Taxes............................................
Impose Liability on Shareholders to Collect Unpaid Income Taxes of Applicable Corporations 203 2.
MARTIN, CPA P: 214.214.3000F: 214.214.3999E: rwm@irsprob.com IN THIS ISSUE:Helping Good People with IRS Problems Rick Ross Pays IRS $1.5 Million for Unpaid Income Taxes Founder of Russian Bank Arrested Rapper and music executive Rick Ross paid the Internal Revenue Service more than $1.5 million to settle his unpaid taxes.
More Definitions of Unpaid Income Taxes
Unpaid Income Taxes means all income Taxes of or with respect to any Company for or with respect to any Pre-Closing Tax Period (determined on a jurisdiction-by-jurisdiction basis, not less than zero with respect to any Tax in any jurisdiction, and computed without taking into account any refunds or overpayments (or credits in lieu thereof)), and taking into account estimated payments and tax attribute carryovers and carryforwards solely to the extent that it is “more likely than not” that such payments, carryovers or carryforwards are available and, in the case of estimated payments, are reasonably anticipated to reduce cash Tax liabilities of any Company within twelve (12) months of the Closing. Unpaid Income Taxes shall be determined (a) in the case of a Straddle Period, in accordance with Section 6.7(c), (b) in accordance with the accounting methods and past practices of any Company in preparing its Tax Returns, except to the extent such practice is not supportable at a “more likely than not” or higher level of comfort or as otherwise required by applicable Law, (c) by taking into account any item that is required to be included in income under Sections 951, 951A, 1293 or 702 of the Code (or any corresponding, similar or analogous provision of federal, state, local or non-U.S. Law) with respect to any Company based on a “closing of the books” with respect to the applicable entity as of the close of business on the Closing Date, and (d) by treating any income or gain of a type described in Section 3.14(o) as giving rise to Unpaid Income Taxes (determined without regard to any “material” qualifier and without regard to any item disclosed on any Schedule).
Unpaid Income Taxes means all unpaid Income Taxes of any of the Transferred Entities (or, with respect to any Transferred Entity, to the extent that the Income Taxes of an entity by operation of Law are payable by another Transferred Entity including as a result of being a flowthrough or partnership for applicable income Tax purposes) for any Pre-Closing Tax Period for which a final Tax Return with respect to such period has not yet been filed, and which (a) shall not be less than zero in respect of any jurisdiction, any Transferred Entity filing a separate company Tax Return, or any combined, affiliated, consolidated, unitary, integration or similar Tax group that includes any of the Transferred Entities, as applicable,(b) shall not include any offsets or reductions with respect to Tax refunds or overpayments of Tax, (c) shall exclude (i) any deferred Tax liabilities and deferred Tax assets, (ii) any Income Tax liabilities resulting from actions taken by Purchaser or any of its Affiliates (including after the Closing, any of the Transferred Entities) (x) after the Closing on the Closing Date outside the Ordinary Course of Business (except any action that is expressly contemplated by this Agreement) or (y) in breach of this Agreement, and (iii) any liabilities for accruals or reserves established or required to be established for contingent Taxes or with respect to uncertain Tax positions, (d) to the extent available to offset Income Taxes otherwise payable, shall reflect estimated (or other prepaid) Income Tax payments with respect to any Pre-Closing Tax Period but only to the extent they have the effect of reducing (but not below zero) the particular current Income Tax liability of the particular Transferred Entity filing a separate company Tax Return or of the particular combined, affiliated, consolidated, unitary, integration or similar Tax group that includes any of the Transferred Entities in the particular jurisdiction in respect of which such estimated payments were made, (e) shall be determined in accordance with the principles set out in the definition of “Straddle Period” in the case of any Straddle Period, (f) shall be calculated as of the end of the day on the Closing Date taking into account the transactions contemplated by this Agreement (and taking into account any items of loss or deductions generated by or in connection with the terms of this Agreement to the extent permitted by applicable Law at a “more likely than not” level of comfort), (g) shall apply an...
Unpaid Income Taxes means any unpaid income Tax liabilities of the Company for any Pre-Closing Tax Period with respect to which an applicable income Tax Return has not been filed as of the Closing Date (which shall not be less than zero), calculated (a) by including estimated (or other prepaid) income Tax payments, (b) by taking into account any net operating loss carryforwards for U.S. federal (and applicable state and local) income Tax purposes the use of which is not prohibited by any annual use or similar limitation, (c) by including Transaction Tax Deductions in the taxable period ending on the Closing Date to the maximum extent permitted by applicable Law in accordance with Section 9.4, (d) by excluding any Taxes arising as a result of any actions taken outside the ordinary course of business by Purchaser, the Company or any of their Affiliates on the Closing Date after the Closing, and (e) in accordance with the existing accounting methods and past practices (including Tax reporting positions and elections and solely for those jurisdictions in which the Company currently files income Tax Returns) of the Company.
Unpaid Income Taxes means the aggregate unpaid Income Taxes that would be owed by the Company or the Subsidiary, if any, attributable to taxable periods ending on or prior to the Closing Date, determined by (A) assuming the applicable Tax Returns were due no later than the close of business on the Closing Date and the amounts shown as owing thereon were due at the close of business on the Closing Date; (B) excluding (i) Tax deductions, (ii) net operating losses, (iii) any liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for uncertain Tax positions, (iv) any Income Taxes to the extent the amount of such Income Taxes is taken into account in Seller Conversion Expenses or Seller Transaction Expenses that remain outstanding as of the Closing and (v) all deferred tax assets and liabilities (within the meaning of GAAP and subject to this paragraph); and (C) including (i) any Taxes for which payment has been extended or deferred, (ii) Transition Taxes and (iii) Taxes arising from any of the transactions contemplated herein, including Taxes from any amount of income, gain, deduction or loss to be recaptured; provided that the amount of Unpaid Income Taxes shall not be less than $0 (zero).
Unpaid Income Taxes means the sum of (A) the aggregate of all unpaid income Tax liabilities with respect to all Pre-Closing Tax Periods (whether or not such Taxes are due and payable as of the date hereof), in each applicable jurisdiction which amount (i) shall not be less than zero in any jurisdiction, and (ii) shall not include offsets or reductions with respect to income Tax refunds or overpayments of Tax and (B) any "applicable employment taxes" (as defined in Section 2302(d)(1) of the CARES Act) or payroll tax obligations (including those imposed by Sections 3101(a) and 3201 of the Code) that the Company has deferred (for example, by a failure to timely withhold, deposit or remit any such amounts in accordance with the applicable provisions of the Code and the Treasury Regulations promulgated thereunder) pursuant to Section 2302 of the CARES Act or pursuant to or in connection with Notice 2020-65 or any U.S. presidential memorandum or executive order.
Unpaid Income Taxes means, without duplication, any Income Tax liabilities of the Company for any Pre-Closing Tax Period that are unpaid as of the Closing Date and that are accrued but unpaid Income Taxes for the taxable year of the Company beginning on or after January 1, 2024 and shall not be an amount less than zero in the aggregate or with respect to any jurisdiction. The “Unpaid Income Taxes” shall (i) be calculated in accordance with the past practice of the Company (including reporting positions, elections and Tax accounting methods) to the extent such past practices are permitted under applicable Law, (ii) in the case of any Straddle Period, be determined based on an interim closing of the books as of the Closing Date as contemplated by Section 6.2(a)(iii), (iii) take into account any estimated income Tax payments or any other similar pre-payment of Taxes to the extent such payments are actually available under applicable Law to reduce amounts that would otherwise constitute Unpaid Income Taxes in such jurisdiction with respect to Pre-Closing Tax Periods, (iv) exclude any Income Tax liabilities attributable to any actions taken on the Closing Date after the Closing outside of the ordinary course of business, and (v) exclude any deferred Tax assets and liabilities.
Unpaid Income Taxes means accrued but unpaid income Taxes of the Company Entities and the Blockers (whether or not such Taxes are due and payable as of the Closing Date) for (1) the taxable year that includes the Closing Date and (2) the immediately preceding taxable year, which amount shall (subject to the foregoing): (a) include any (i) income Taxes payable as a result of, or other otherwise attributable to, any SALT Election, (ii) Taxes required to be withheld by a Company Entity or Blocker that are attributable to or with respect to the income of members or equityholders of any Company Entity or any Blocker or Blocker Seller, (iii) income Taxes payable by any Company Entity pursuant to filing any composite Tax Returns in a state,