Accrued Income Taxes means an amount, which shall not be less than zero, equal to the aggregate net unpaid Income Tax liabilities of the Company and the Transferred Companies, determined as if the taxable periods of the Company and the Transferred Companies ended as of the end of the Closing Date (using a “closing of the books” methodology), attributable to any Pre-Closing Tax Period (whether or not yet due and payable, ignoring, for this purpose, (i) any Income Tax payments made after the Closing, (ii) any deferred Income Tax liabilities or deferred Income Tax assets that are not available to offset the liability for such Taxes for such taxable periods, and (iii) any Income Taxes to the extent attributable to any transactions entered into by the Company or a Transferred Company on the Closing Date after the Closing outside the ordinary course of business, but taking into account, for this purpose, (A) any accrued Income Tax refunds (for the avoidance of doubt, excluding any refunds of Taxes reported on a Consolidated Tax Return and any Prior Period Refunds) that are available to offset the liability for such Taxes in the applicable jurisdiction, and (B) Unpaid Transaction Expenses or any other amounts incurred by Seller, the Company or any Transferred Company in connection with the transactions under this Agreement and taken into account as a liability in the Purchase Price, to the extent that (1) it is “more likely than not” that such amounts would be permitted to be deducted on the applicable Tax Return for the taxable period that ends on or includes the Closing Date and (2) in the case of a taxable period that includes, but does not end on, the Closing Date, there would at least be a “reasonable basis” for reflecting such deductions on a hypothetical Tax Return prepared for the pre-Closing portion of such taxable period). Notwithstanding anything herein to the contrary, the calculation of Accrued Income Taxes shall be made (I) consistent with past practice of the Company and the Transferred Companies, except as required by applicable Law, and (II) without recalculating any Taxes previously shown due and payable on a Tax Return filed by the Company or any Transferred Company.
Accrued Income Taxes means an amount (not less than zero dollars ($0)) equal to the aggregate liability for any accrued and unpaid Income Taxes of the Group Companies for any Pre-Closing Tax Period or portion of any Straddle Period ending on the Closing Date (in each case, with respect to taxable periods (or portions thereof) ending on the Closing Date, determined in accordance with Section 8.6.3 and Section 8.6.4, as applicable), in each case, beginning after December 31, 2020 (regardless of whether due and payable as of the Closing), determined on a jurisdiction by jurisdiction basis (and which amount shall not be less than zero dollars ($0) for any jurisdiction), except as otherwise provided in the following sentence. Accrued Income Taxes shall be calculated (a) in a manner consistent with the past practice of the Group Companies, unless otherwise required by applicable Law, (b) by assuming that no actions are taken on the Closing Date after the Closing outside the ordinary course of business, (c) by excluding any Tax consequences resulting from any financing (or actions taken in respect of any financing) incurred by Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement, (d) by taking into account in the Pre-Closing Tax Period or portion of the Straddle Period ending on the Closing Date, as applicable, any Transaction Tax Deductions of the Group Companies to the maximum extent permitted under applicable Income Tax Law, (e) by taking into account any prepayment of Income Taxes (including estimated Taxes) by the Group Companies prior to the Closing to the extent such prepayment (including estimated Taxes) actually reduces the liability for Income Taxes with respect to any applicable Pre-Closing Tax Period, or portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), (f) by excluding any deferred Tax assets and liabilities, and (g) by including in taxable income the aggregate amount of the adjustment pursuant to Section 481(a) of the Code (or any corresponding or similar provision of state, local or non-U.S. law) of an amount equal to the Section 481(a) Amount.
Accrued Income Taxes means an amount (not less than zero ($0)) equal to the aggregate liability for any accrued and unpaid Income Taxes of the Company and its Subsidiaries for any Pre-Closing Tax Period (or portions thereof) beginning after December 31, 2022 (regardless of whether due and payable as of the Closing), determined as of the end of the Closing Date in accordance with Section 6.11(b) and Section 6.11(e)(iii), except as otherwise provided in the following sentence. Accrued Income Taxes shall be calculated (a) in a manner consistent with the past practice of the Company and its Subsidiaries, unless otherwise required by applicable Law, (b) by assuming that no actions are taken on the Closing Date after the Closing outside the ordinary course of business, (c) by excluding any Tax consequences resulting from any financing (or actions taken in respect of any financing) incurred by Purchaser or any of its Affiliates in connection with the transactions contemplated by this Agreement, (d) by taking into account in the Pre-Closing Tax Period that includes the Closing Date any Transaction Tax Deductions of the Company and its Subsidiaries, (e) by taking into account any prepayment of Income Taxes (including estimated Taxes) prior to the Closing, (f) by excluding any deferred Tax liabilities, and (g) by taking into account Income Taxes only for jurisdictions in which the Company or the applicable Subsidiary (i) filed a Tax Return for the taxable year ending December 31, 2022, or (ii) commenced business activities on or after January 1, 2023.
Examples of Accrued Income Taxes in a sentence
This liability is reflected as Accrued Income Taxes on the Company’s Balance Sheets.
The Accrued Income Taxes are considered restricted as they were required to be paid by April 14, 2000 according to Section 2.9 on the Purchase Agreement between Marketing Specialist Sales Company and The Sales Force Companies, Inc.
Accrued Income Taxes include any liability the facility has for federal and state income taxes.
At or promptly following the Closing, the Buyer shall repay, or cause to be repaid, on behalf of each of the Acquired Companies, the Estimated Closing Indebtedness (excluding Accrued Income Taxes) as to which final Payoff Letters therefor (including wire instructions) have been provided to Buyer, in each case by wire transfer of immediately available funds to the accounts designated in such Payoff Letters.
At or promptly following the Closing, Buyer shall pay, or cause to be paid, on behalf of the Acquired Companies, the Estimated Unpaid Company Transaction Expenses (excluding Accrued Income Taxes) as to which Invoices therefor (including wire instructions) have been provided to Buyer, in each case by wire transfer of immediately available funds to the accounts designated in such Invoices.
More Definitions of Accrued Income Taxes
Accrued Income Taxes means an amount (which shall not be less than zero) equal to all unpaid corporate income Tax liabilities of the Acquired Companies for any Pre-Closing Tax Period (determined, with respect to a Straddle Period, in accordance with Section 8.02).
Accrued Income Taxes means any accruals for income Taxes of the Company Group on the financial statements of the Company Group as of the Closing Date.
Accrued Income Taxes means an amount (which shall not be less than zero in any jurisdiction or with respect to any taxpaying entity) equal to the aggregate liability for income Taxes with respect to the members of the Company Group with respect to all Pre-Closing Tax Periods, determined as of the end of the day on the Closing Date, to the extent unpaid as of the Closing Date; provided, that for purposes of computing Accrued Income Taxes, (a) in the case of any Straddle Period, liability for income Taxes shall be apportioned to that portion of the Straddle Period that ends on the Closing Date in accordance with Section 5.2(a), (b) deferred Tax assets and deferred Tax liabilities shall be excluded (except as provided in clauses (d) and (f) below), (c) any liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for contingent income Taxes or with respect to uncertain income Tax positions shall be included, (d) any overpayments of income Taxes (and any payments of estimated income Taxes) for any taxable period shall be taken into account, but only to the extent they have the effect of reducing (but not below zero in the applicable jurisdiction) the particular current income Tax liability in respect of which such overpayments or estimated payments, as applicable, were made, (e) any deferred income Tax liability under Section 965 of the Code (or any analogous or similar provision of Law) shall be included, (f) income Taxes for any taxable period resulting from deferred revenue, prepaid amounts or under Section 481 of the Code (or any similar provision of Law) as a result of a change in accounting method for income Tax purposes shall be included, (g) the determination shall be without regard to any transactions occurring on the Closing Date after the Closing outside the ordinary course of business (other than as explicitly contemplated by this Agreement), and (h) and deductions related to or arising as a result of the transactions contemplated in this Agreement shall be taken into account to the extent “more likely than not” (or at a higher level of confidence) deductible in a Pre-Closing Tax Period and applying the seventy percent safe-harbor election under Revenue Procedure 2011-29 to any “success based fees.”
Accrued Income Taxes means an amount equal to the aggregate current income Tax liabilities of the Company and its Subsidiary, determined as of the close of business on the Closing Date, attributable to any Pre-Closing Tax Period, determined without taking into account the consummation of the transactions contemplated hereby or the effects of any transactions entered into by or at the direction of Purchaser on the Closing Date after the Closing outside the ordinary course of business (other than as explicitly contemplated by this Agreement). For purposes of the foregoing, any Taxes attributable to a Straddle Period shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning after the Closing Date on a closing of the books basis, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned on a per diem basis.
Accrued Income Taxes means all unpaid Income Taxes with respect to Pre-Closing Tax Periods (which amount (A) shall not take into account any offsets or reductions with respect to the carryforward of any Tax attributes (including loss carryforwards), Tax refunds or overpayments of Tax, and (B) for the avoidance of doubt, shall in no event be less than zero.
Accrued Income Taxes means an amount, not less than zero in any jurisdiction or with respect to any taxpaying entity, of the aggregate unpaid income Taxes payable by any Acquired Company that accrued for any Pre-Closing Tax Period (including the portion of any Straddle Period that ends on the Closing Date), and including in taxable income (i) any adjustment pursuant to Section 481 of the Code (or any corresponding or similar provision of state, local or non-U.S. law) resulting from a change in method of accounting occurring before the Closing and prepaid amounts and deferred revenue received prior to the Closing that in each case would not otherwise be included in taxable income on or prior to the Closing Date and (ii) any inclusion under Section 951 or Section 951A of the Code by the applicable Purchaser and its Affiliates (including the applicable Acquired Company) in a taxable period (or portion thereof) ending after the Closing Date arising out of income accrued or transactions undertaken by the applicable Acquired Company during any Pre-Closing Tax Period calculated as though the taxable year of such applicable Acquired Company ended as of the Closing Date. For the avoidance of doubt, (i) any Taxes of an Acquired Company that are due and payable by Seller or applicable Seller Subsidiary on a Consolidated Return and (ii) any Taxes incurred as a result of a transaction occurring on the Closing Date after the Closing outside the ordinary course of business and not contemplated by this Agreement shall not be included in this definition of Accrued Income Taxes.
Accrued Income Taxes means an amount equal to the sum of the accrued and unpaid Income Tax liabilities of the Companies and their Subsidiaries with respect to any Pre-Closing Tax Period, separately calculated for each applicable taxing jurisdiction; for each applicable taxable year (or portion thereof) and each applicable type of Income Tax (with the amount of each specific kind of such Income Tax liabilities with respect to each applicable taxing jurisdiction for each applicable Tax period (or portion thereof) not being less than zero); provided that such Income Tax liabilities will be calculated (a) in accordance with the past practice of the Seller, unless otherwise required by applicable Law and (b) by excluding any deferred Income Tax liabilities or Income Tax assets (other than estimated (or other prepaid) Tax payments available to reduce such Income Tax liabilities under applicable Law).