Examples of Accrued Tax Liabilities in a sentence
Any payment made pursuant to the obligations in the immediately preceding two sentences shall be adjusted as necessary if the Final Accrued Tax Liabilities are different from the Estimated Accrued Tax Liabilities.
Any payment made pursuant to this Section 5.6(h) shall be adjusted as necessary if the Final Accrued Tax Liabilities are different from the Estimated Accrued Tax Liabilities.
The Merck Accrued Tax Liabilities, the Merck Other Debt and the Merck Closing Cash shall be used to calculate the “Merck Actual Contributed Net Debt Variance” and the “Contributed Debt Adjustment Special Dividend”, both as defined in Section 6.8 below.
The Sellers will timely pay (or cause to be timely paid) all Pre-Closing Tax Liabilities (as such term is defined herein) shown as due and owing on all such Tax Returns, other than to the extent that such liability is included in Accrued Tax Liabilities that results in an actual reduction in Transaction Consideration.
Notwithstanding the foregoing, the Sellers shall not be liable for any such Taxes that are included in Accrued Tax Liabilities or Selling Expenses, and, in each case, result in an actual reduction in the Transaction Consideration.