Unpaid Taxes definition

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.

• The Company hereby agrees (x) to the establishment (and any subsequent adjustment) of the Availability Reserve established pursuant to this Section 7, and (y) that upon the occurrence and during the continuance of any Event of Default, CIT is hereby authorized (but in no event obligated) in its sole discretion to pay the amount of any Unpaid Taxes to the proper taxing authority for the Company’s account and to charge the Revolving Loan Account therefor.

• Unpaid Taxes of the Renaissance Companies (other than (i) any Taxes referred to in Section 6.10(d) and (ii) Taxes attributable to Buyer's actions on the Closing Date that are not in the ordinary course of business) for all Pre-Closing Tax Periods shall be included as Current Liabilities in the computation of Closing Net Liabilities to the extent that such unpaid Taxes are not reflected on the Financial Statements.

• If the amount of Taxes set forth on the Tax Returns prepared pursuant to Section 8.6(b) for a Pre-Closing Tax Period exceeds the accrual for such Taxes reflected as a liability in the calculation of Working Capital (such excess amount with respect to any such Tax Return, an “Unpaid Taxes Shortfall”), then, no later than five (5) days after the date that the Buyer notifies Seller of the Unpaid Taxes Shortfall, Seller shall reimburse Buyer for the Unpaid Taxes Shortfall.

• Unpaid Taxes of RTS are accrued quarterly on their respective financial books and records in accordance with GAAP and there are no unpaid Taxes of the Subsidiaries.

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 all unpaid Taxes of the Company with respect to any Pre-Closing Tax Period or portion thereof (calculated for any Straddle Period in accordance with Section 7.02), which shall be calculated on a jurisdiction-by-jurisdiction and taxpayer-by-taxpayer basis in amounts not less than zero with respect to any jurisdiction or with respect to any type of Tax payable by any taxpayer. “Unpaid Taxes” shall be calculated (i) as of the end of the Closing Date; (ii) by excluding all deferred Tax liabilities and deferred Tax assets; (iii) by taking into account any estimated (or other prepaid) Tax payments to the extent that such payments have the effect of reducing the particular current Tax liability in respect of which such payments were made; and (iv) by excluding any actions taken by Buyer on the Closing Date after the Closing that are outside the ordinary course of business and not otherwise contemplated by this Agreement.

Unpaid Taxes. Section 1.02(a)

Unpaid Taxes has the meaning set forth in Section 9.4(c) hereof.

Unpaid Taxes has the meaning set forth in the definition of Pre-Closing Tax Amount.