Accrued Tax Amount definition

Accrued Tax Amount means an amount equal to all accrued and unpaid liabilities for Taxes in respect of taxable income of the Company or any Subsidiary attributable to a Pre-Closing Tax Period.

Accrued Tax Amount means any Tax liability of Sprint Corporation (or, if Sprint Corporation is not the taxable parent entity of any Securitization Entity, such other taxable parent entity) (including Taxes imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)) attributable to the operations of the Securitization Entities or their direct or indirect Subsidiaries.

Accrued Tax Amount means an amount equal to the sum of (i) the income Tax liabilities of the Company and its Subsidiaries for any Pre-Closing Tax Period that are unpaid as of 11:59 p.m. Pacific time on the day immediately prior to the Closing Date, calculated by (A) including in taxable income for the Pre-Closing Tax Period any adjustment pursuant to Section 481 of the Code (or any corresponding or similar provision of state, local or foreign Law) resulting from a change in method of accounting for a taxable period ending on or before the Closing Date, (B) including in taxable income for the Pre-Closing Tax Period any advance payments, deferred revenue or other prepaid amounts received or arising before the Closing Date, regardless of when such amounts actually are recognized for income Tax purposes, and (C) including any Taxes imposed on income includible by the Company or any of its Subsidiaries pursuant to Sections 951, 951A or 965 of the Code arising out of, resulting from or attributable to income earned or property held by any Subsidiary of the Company in any Pre-Closing Tax Period, and (ii) any employment or payroll Tax liability of the Company and its Subsidiaries relating to a Pre-Closing Tax Period that is deferred until after the Closing Date pursuant to any Pandemic Response Laws; provided that such amounts shall (1) not be a number less than zero in any jurisdiction or with respect to any taxpaying entity or group, (2) be calculated, except as otherwise set forth in this definition, in a manner consistent with the past practice of the Company, to the extent consistent with Law, and (3) take into account estimated (or other prepaid) Tax payments to the extent that such payments have the effect of reducing (but not below zero) the particular accrued Tax liability in respect of which such payments were made

Examples of Accrued Tax Amount in a sentence

• Each of the Estimated Closing Balance Sheet and the Closing Balance Sheet shall: (i) be prepared in accordance with the Accounting Principles and (ii) set forth in reasonable detail the calculation of the Closing Cash Amount, the Closing Indebtedness Amount, the Company Transaction Expense Amount, the Closing Working Capital Amount and the Accrued Tax Amount in a manner consistent with the definitions thereof and otherwise in accordance with the terms of this Agreement.

• Target shall make or cause to be made all payments required with respect to any such Tax Returns to the extent any such Taxes are not included in the Closing Accrued Tax Amount.

• The Closing Balance Sheet shall: (i) be prepared in accordance with the Accounting Principles; and (ii) set forth all of the information necessary to calculate the Closing Cash Amount, the Closing Indebtedness Amount, the Company Transaction Expense Amount, the Closing Working Capital Amount and the Accrued Tax Amount in a manner consistent with the definitions thereof and otherwise in accordance with the terms of this Agreement.

• Within 60 days following the Closing Date, Parent may prepare and deliver to the Securityholders’ Agent a statement (the “ Closing Statement”) setting out Parent’s calculation of: (A) the Closing Cash Amount; (B) the Company Transaction Expenses; (C) the Closing Indebtedness Amount;(D) the Accrued Tax Amount; (E) the Closing Working Capital Excess (if any); (F) the Closing Working Capital Shortfall (if any); and (G) the Cash Consideration.

• Accounting Principles; and (ii) set forth all of the information necessary to calculate the Closing Cash Amount, the Closing Indebtedness Amount, the Company Transaction Expense Amount, the Closing Working Capital Amount and the Accrued Tax Amount in a manner consistent with the definitions thereof and otherwise in accordance with the terms of this Agreement.

More Definitions of Accrued Tax Amount

Accrued Tax Amount means the aggregate dollar amount of all Taxes payable by the Acquired Companies with respect to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, including the employer portion of any Taxes deferred under the CARES Act or any similar state, local or non-U.S. Legal Requirement and employment-related Taxes, severance-related Taxes or similar Taxes that remain unpaid as of the Closing (it being understood and agreed that: (a) the Accrued Tax Amount shall be calculated in accordance with past practice of the Acquired Companies to the extent consistent with applicable Legal Requirements; (b) for purposes of calculating the amount of such Taxes, all Tax refunds, Tax credits, Tax receivables, estimated Tax payments and Transaction Deductions shall be taken into account solely to the extent that such items actually offset the Acquired Companies’ liabilities for particular Taxes in particular jurisdictions; and (c) the Accrued Tax Amount shall not be less than zero in any jurisdiction); provided, however, that the Accrued Tax Amount shall not include any amount (i) included in the Closing Indebtedness Amount or the Company Transaction Expense Amount and that actually resulted in a dollar-for-dollar reduction of the Adjusted Transaction Value or (ii) taken into account in the calculation of the Closing Working Capital Amount. “Acquired Companies” means: (a) the Company; (b) Ermetic, Inc., (c) Ermetic BV, and (d) for purposes of Section 3, each corporation or other Entity that has been merged into, that has been consolidated with or that otherwise is a predecessor to any of the Entities identified in clauses “(a)”, “ (b)” and “(c)” above. “Acquired Company Data” means any data stored or Processed by or on behalf of any Acquired Company (including any Personal Data, Trade Secret, proprietary, regulated, or Confidential Information of any Acquired Company or any of its customers or Channel Partners or any other Person) and any other information, data or compilation thereof used by, or necessary for the conduct of the business of, any Acquired Company or Company Product.

Accrued Tax Amount has the meaning specified in Section 2.3 of the Escrow Agreement.

Accrued Tax Amount means the amount, if any, of the accrued but unpaid federal income taxes of the Company and its Subsidiaries as of the Closing Date, which amount shall be estimated by the Parties in good faith at least two business days prior to the Closing Date in accordance with the Company’s past custom and practices and shall be net of any reserves for federal income tax liabilities (excluding any reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth or included in the Most Recent Financial Statements.

Accrued Tax Amount at any date means the amount of Liabilities for income Taxes of the Company and its

Accrued Tax Amount at any date means the amount of Liabilities for income Taxes of the Company and its Subsidiaries required to be accrued in accordance with GAAP as of such date.

Accrued Tax Amount means any Tax liability of DBI (or, if DBI is not the taxable parent entity of any Securitization Entity, such other taxable parent entity) (including Taxes imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)) attributable to the operations of the Securitization Entities or their direct or indirect Subsidiaries.

Accrued Tax Amount means the aggregate dollar amount of all Taxes payable by the Acquired Companies with respect to any Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date that remain unpaid as of the Effective Time (it being understood and agreed that: (a) for purposes of calculating the amount of such Taxes, all (i) deferred amounts of Taxes, including payroll Taxes as a result of any COVID-19 Law shall be included (whether or not accrued for GAAP purposes), and (ii) Tax refunds, Tax credits and Tax receivables, shall be excluded; and (b) the Accrued Tax Amount shall not be less than zero); provided, however, that the Accrued Tax Amount shall not include any amount included in the Closing Indebtedness Amount or the Company Transaction Expenses and that actually resulted in a dollar-for-dollar reduction of the Cash Consideration.