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, without duplication, the aggregate dollar amount of all Taxes payable by the Acquired Companies with respect to any Pre-Closing Tax Period and the portion of any Straddle Period, in each case, ending on the Closing Date (as determined in accordance with the principles of this Agreement), or any Pre-Closing Tax Period ending prior to the Closing Date if the initial due date for filing the Tax Return or paying the Taxes for such Tax period has not occurred as of the Closing Date, determined in each case as if each Acquired Company used the accrual method of Tax accounting throughout such periods and treating any advance payments, deferred revenues or other prepaid amounts received by any Acquired Company in any such period, and any Taxes thereon, as attributable to such period, regardless of when actually recognized for income Tax purposes, and otherwise in accordance with the accounting practices and policies of such Acquired Company to the extent consistent with applicable Legal Requirements; provided that: (a) for purposes of calculating the amount of such Taxes, all Tax refunds, Tax receivables, and estimated Tax payments shall be taken into account solely to the extent available to actually offset liabilities for particular Taxes in particular jurisdictions, and the net operating losses, net capital losses, research and development Tax credits, research and experimentation Tax credits, foreign Tax credits or other Tax credits, and other similar Tax attributes of the Acquired Companies that in each case are allocable to any taxable period (or portion thereof) ending on or before the Closing Date under the principles of this Agreement shall be utilized to reduce the Accrued Tax Amount only to the extent permitted under applicable Legal Requirements on at least a “more likely than not” basis, to be utilized in such period with respect to such liability for Taxes; and (b) the Accrued Tax Amount shall not be less than zero in any jurisdiction or for any particular type of Tax; provided, further, that the Accrued Tax Amount shall not include any amount 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.
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
Notwithstanding anything to the contrary contained in this Agreement, this Section 1.8 shall not interfere with or impede the operation of, or otherwise limit the indemnification or other obligations of any Indemnitor pursuant to Article X with respect to any Company Indebtedness, Accrued Tax Amount or Company Transaction Expense that was not included on the Estimated Closing Statement or in any adjustment pursuant to this Section 1.8.
Following delivery of such a letter so disagreeing, Sellers and Purchasers shall in good faith attempt promptly to resolve any disagreement as to the computation of any item in the Working Capital Statement or the Closing Accrued Tax Amount Statement that has been specifically identified in the letter, and any items as to which there is no disagreement shall be deemed agreed.
Unless Sellers deliver a letter disagreeing with the accuracy of the Working Capital Statement or the Closing Accrued Tax Amount Statement within two (2) Business Days following the conclusion of such thirty (30)-day period, the Working Capital Statement and the Closing Accrued Tax Amount Statement, as applicable, shall bind the Parties.
The Accrued Tax Amount as finally determined in accordance herewith shall be referred to as the “Closing Accrued Tax Amount”.
Sellers and the Company shall provide Purchasers and their representatives and accountants full access to the books and records of the Business so that Purchasers can prepare the Working Capital Statement and the Closing Accrued Tax Amount Statement.
More Definitions of Accrued Tax Amount
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 of the Company with respect to any Pre-Closing Tax Period that remain unpaid as of the Closing Date, whether or not due and payable as of the Closing; provided that, such Taxes shall be calculated (a) by excluding all Tax refunds and Tax receivables; (b) by including any amount that would be required to be included in income under Section 951 of the Code, Section 951A of the Code or Section 956 of the Code, in each case, if the taxable year ended on the Closing Date; (c) by including any advance payments, deferred revenues or other prepaid amounts received or arising in any Pre-Closing Tax Period, regardless of when actually recognized for Tax purposes; (d) by including any Taxes under Section 481 of the Code (or comparable provisions of state, local or foreign Tax Laws) resulting from any accounting method change (including as a result of the Transactions); (e) by including any Tax imposed as a result of the Transactions, including any Transfer Taxes, whether or not due and payable as of the Closing; and (f) by taking into account estimated tax payments and overpayments of tax; provided, further that, such Taxes shall be calculated on a jurisdiction-by-jurisdiction and type of Tax-by-type-of-Tax basis with the amount for any jurisdiction or type of Tax not being less than zero either overall, within each applicable jurisdiction or by type of Tax.
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 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.
Accrued Tax Amount means the aggregate dollar amount of all Taxes of the Company and the Company Subsidiaries with respect to any Pre-Closing Tax Period that remain unpaid as of the Closing Date, whether or not due and payable as of the Closing; provided that, such Taxes shall be calculated (a) by excluding all Tax refunds and Tax receivables; (b) by including any amount that would be required to be included in income under Section 951 of the Code, Section 951A of the Code or Section 956 of the Code, in each case, if the taxable year ended on the Closing Date; (c) by including any advance payments, deferred revenues or other prepaid amounts received or arising in any Pre-Closing Tax Period, regardless of when actually recognized for Tax purposes; (d) by including any Taxes under Section 481 of the Code (or comparable provisions of state, local or foreign Tax Laws) resulting from any accounting method change (including as a result of the Transactions); and (e) by including any Tax imposed as a result of the Transactions, including any Transfer Taxes, whether or not due and payable as of the Closing; provided, further that, such Taxes shall be calculated on a jurisdiction-by-jurisdiction and type of Tax-by-type-of-Tax basis with the amount for any jurisdiction or type of Tax not being less than zero either overall, within each applicable jurisdiction or by type of Tax.
Accrued Tax Amount has the meaning specified in Section 2.3 of the Escrow Agreement.