Unpaid Taxes means the liabilities listed on Schedule 6.01(j).
Unpaid Taxes means an amount, which shall not be less than zero, equal to the sum of (a) the aggregate amount of any positive unpaid Tax liabilities of the Target Entities for any Pre-Closing Tax Period (but solely to the extent such Pre-Closing Tax Period is (A) part of a current taxable period that ends within the calendar year in which the Closing Date occurs or (B) a prior taxable period, to the extent applicable Tax Returns for such period have not been filed or Taxes have not yet been paid), calculated (i) in the case of any Straddle Period, in a manner consistent with Section 7.4, (ii) taking into account (but not in a manner that reduces “Unpaid Taxes” below zero) any overpayment of income Tax made prior to the Closing Date (i.e., subtracting the amount of any such overpayment from the amount that would have otherwise been the amount of Unpaid Taxes) and Transaction Tax Deductions, (iii) without taking into account any deferred Tax liability, and (iv) in a manner consistent with the past custom and practice of the Target Entities in filing their respective Tax Returns except as would otherwise be required by applicable Law, plus (b) the portion of Transfer Taxes allocated to Sellers pursuant to Section 7.3, to the extent paid or to be paid by Buyer or a Target Entity, plus (c) Taxes of the Target Entities that would have otherwise been payable with respect to a Pre-Closing Tax Period but that have been deferred under the CARES Act, the Families First Act, the Payroll Tax Executive Order or any other legislative or regulatory responses to COVID-19.
Unpaid Taxes means all unpaid Taxes of any member of the Company Group with respect to any Pre-Closing Tax Period (net of any tax installments paid). For clarity, Unpaid Taxes shall not include any (a) 111(4)(e) Election Tax that is deducted from the Purchase Price in accordance with Section 1.02 and Section 6.04(c), and (b) Taxes arising out of, resulting from or relating to any assessment or reassessment of the filing of the 111(4)(e) Election.
Examples of Unpaid Taxes in a sentence
Unpaid Taxes for periods prior to the date hereof do not materially exceed accruals and reserves for Taxes (other than accruals and reserves for Taxes established to reflect timing differences between book and Tax income) as set forth on the Seller Balance Sheet.
SELLER has the option to credit PURCHASER as an adjustment of Unpaid Taxes, etc., the Purchase Price with the amount of any unpaid taxes, assessments or utility charges, together with any interest and penalties thereon, to a date not less than three (3) business days after CLOSING, provided that official bills therefor computed to said date are produced at CLOSING.
Government Levy (Unpaid Taxes) The IRS or state taxing authorities can issue a “Notice of Xxxx” attaching money on deposit in any deposit account as of the date the levy is received except for IRAs or other qualified retirement plans.
Where uncertainty or doubt remains, an adverse impact should be assumed.
No. 114-45, at 57 (2015).11Government Accountability Office, GAO 11-272, Federal Tax Collection: Potential for Using Passport Issuance to Increase Collection of Unpaid Taxes (Mar.
More Definitions of Unpaid Taxes
Unpaid Taxes has the meaning set forth in clause (5) of Section 4.5(b)(i).
Unpaid Taxes means any accrued and unpaid Taxes of the Company for all taxable periods or portions thereof ending on or before the Closing Date that are due for the first time after the Closing Date, determined after giving effect to the transactions contemplated in this Agreement; provided that Unpaid Taxes shall not include any Taxes for matters set forth on Schedule 1.1(d).
Unpaid Taxes means the liabilities listed on Schedule 6.01(j) to the New Senior Credit Agreement (as in effect on May 27, 2022).
Unpaid Taxes means (i) all unpaid Income Taxes of the Companies or for which the Companies are liable for any Pre-Closing Tax Period, any unpaid Restructuring Taxes to the extent payable by a Company (determined, for each Company, on a jurisdiction-by-jurisdiction basis, provided that, the amount for each Company for each type of Tax in each jurisdiction may not be less than zero) and calculated (1) in accordance with the accounting methods and past practices of the relevant Company in the relevant jurisdiction in preparing Tax Returns (except to the extent such practice is not supportable at a “more likely than not” or higher level of comfort), (2) taking into account all Transaction Tax Deductions, estimated payments, prepayments, net operating loss carryforwards, interest expense carryforwards and other Tax attributes of the Companies, in each case, to the extent that such items are available, at a “more likely than not” or higher level of confidence, to offset the Income Tax Liabilities of the Companies in a Pre-Closing Tax Period, (3) in the case of an Income Tax attributable to a Straddle Period, as if the applicable taxable period ended on the Closing Date (including, for the avoidance of doubt, the taxable year of any entity the income of which would be includible in the income of a Company under Sections 702, 951, 951A or 1293 of the Code or any similar provision of state, local or non-U.S. Law), and (4) treating Tax deferred pursuant to any Pandemic Response Law as attributable to a Pre-Closing Tax Period, and (ii) the net amount obtained by subtracting (A) the Tax benefits available to any Company in respect of any payment or benefit (or similar) for which Seller or any Affiliate of Seller is responsible pursuant to Article 6 (including in respect of the satisfaction after the Closing of any equity or equity-based award of the Seller held by any Continuing Employee) and in respect of any Tax payable by Buyer or any Affiliate of Buyer pursuant to the last sentence of Section 6.09(a) (in each case, to the extent that such items are available, at a “more likely than not” or higher level of confidence, to offset the Income Tax Liabilities of the Companies in the taxable period in which the benefit is given or the taxable period immediately thereafter, excluding (in each case) any such Tax deductions that Buyer has agreed to not (and to cause its Subsidiaries to not) deduct under Section 6.09(b)) from (B) the aggregate of the employer portion of any employment, p...
Unpaid Taxes means all of Starcom's liabilities for unpaid payroll and other taxes as of December 31, 1995;
Unpaid Taxes means all Taxes due and owing and for which no accrual has been established on the Company’s balance sheet.
Unpaid Taxes means any Taxes described in Section 4.12 and 4.13 that are unpaid as of the Closing Date.