Accrued Taxes definition
Accrued Taxes has the meaning set forth in Schedule 2.05(b).
Accrued Taxes means the liability for Income Taxes of the Company Entities unpaid as of the Closing Date for the (i) taxable period (or portion thereof) ending on and including the Closing Date or (ii) if the Closing Date is after December 31, 2020, then for the taxable period (or portion thereof) ending on and including December 31, 2020 and the taxable period (or portion thereof) ending on and including the Closing Date, in each case, computed in accordance with the past practice (including reporting positions, elections and accounting methods) of the Company and its Subsidiaries in preparing Tax Returns for Income Taxes and only with respect to those jurisdictions in which the Company and its Subsidiaries have previously filed Tax Returns (or jurisdictions in which the Company or any of its Subsidiaries commenced activities on or after January 1, 2020 and prior to the Closing Date) with respect to the type of Income Taxes to be taken into account, and, for purposes of calculating any such liability for Income Taxes, (A) all Transaction Tax Deductions shall be taken into account to the extent "more likely than not" deductible (or at a higher level of confidence) in the Pre-Closing Tax Period and consistent with the first proviso of Section 7.05(a), and applying, to the extent applicable, the seventy percent safe-harbor election under Revenue Procedure 2011-29 to any "success based fees," (B) any financing or refinancing arrangements entered into at any time by or at the direction of Purchaser2 or any other transactions entered into by or at the direction of Purchaser2 in connection with the transactions contemplated hereby shall not be taken into account, (C) any Income Taxes attributable to transactions outside the ordinary course of business on the Closing Date after the time the Closing shall be excluded, and (D) 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 Tax positions shall be excluded.
Accrued Taxes has the meaning specified in Section 4.6.
Examples of Accrued Taxes in a sentence
Except for accruals for taxes payable (the "Accrued Taxes") as set forth in the Seller's Balance Sheet as of September 30, 1995 (the "Balance Sheet"), the Seller has paid in full all taxes, interest, penalties, assessments and deficiencies owed by the Seller to all taxing authorities.
Seller shall promptly reimburse Purchaser for (i) the Income Tax on such returns that would have been due by Seller if the Closing Date had been treated as the last date of the taxable period and (ii) the portion of Taxes other than Income Taxes that relates to the portion of the Straddle Period ending on the Closing Date, to the extent such Taxes in clause (i) or (ii) above are not expressly provided for as Accrued Taxes on the Closing Date Statement.
The provisions for the Accrued Taxes are adequate for the payment of all of Seller’s liabilities for unpaid taxes (whether or not disputed).
The provisions for the Accrued Taxes are adequate for the payment of all of the Seller's liabilities for unpaid taxes (whether or not disputed).
Notwithstanding the foregoing, Controlled shall be liable for, and shall hold the Distributing Group harmless against, the amount of Separate Company Taxes for all Tax Periods or portions thereof ending on the IPO Date equal to the Accrued Taxes in respect of such taxes of the Controlled Group as of the IPO Date.
More Definitions of Accrued Taxes
Accrued Taxes means the sum of (a) the amount of all unpaid Taxes of the Company; provided that the following shall apply: (i) all Taxes that are accrued (or should be accrued) for the Pre-Closing Tax Period shall be included, (ii) such Taxes shall be computed on a jurisdiction-by-jurisdiction and Tax-by-Tax basis (with no amount for any Tax in any jurisdiction being less than zero), without taking into account any deferred Tax assets, without reduction for any accruals or reserves established or required to be established under GAAP for contingent Taxes or with respect to uncertain Tax positions, and by treating any deferred revenue or prepaid income received or arising in any Pre-Closing Tax Period as subject to Tax in such applicable period (without regard to such deferral), (iii) such Taxes shall be computed in a manner consistent with the accounting methodologies and past practices of the Company, and (iv) any income expected to be recognized in a taxable period (or portion thereof) ending after the Closing Date by reason of any of the conditions described in Section 3.13(i) will be treated as recognized in a Pre-Closing Tax Period; and (b) without duplication of any item in the foregoing clause (a), any Taxes expected to arise in any taxable period (or portion thereof) ending after the Closing Date in respect of any item of income or gain or expense (including compensation expense) that has economically accrued as of the Closing Date; any Taxes expected to arise any change in any method of accounting made prior to the Closing with respect to any Pre-Closing Tax Period under Section 481 of the Code (or any similar provision of state, local, or non-U.S. Law) (provided that any change of accounting method that would be triggered by the Merger will be treated as occurring in a Pre-Closing Tax Period); and any deferral pursuant to any provision of the 2020 Tax Acts.
Accrued Taxes means, without duplication, an amount (which shall not be less than zero with respect to any jurisdiction, period or type of Tax) equal to the accrued but unpaid Taxes of the Company with respect to any Pre-Closing Tax Period that are due and payable following the Closing Date, which for such purpose shall be determined (a) in accordance with the past practices of the Company in preparing Tax Returns (including any reporting positions, elections or accounting methods) unless otherwise required pursuant to this Agreement or if such practices are not reportable at a “more likely than not” or greater standard, (b) by excluding any deferred Tax liabilities and deferred Tax assets, (c) by taking into account the Transaction Tax Deductions (to the extent such amounts are deductible at a “more likely than not” or higher level of comfort in the Pre-Closing Tax Period), (d) on an interim closing of the books basis and by applying the conventions set forth in Section 6.12(e) for purposes of determining the amount of any Taxes allocable to the Pre-Closing Tax Period in the case of any Straddle Period, (e) by taking into account any estimated (or other prepaid) Tax payments made by or on behalf of the Company prior to the Closing, (f) by taking into account any sales, telecom, income or other Taxes and fees due, or collected from a customer of the Company, but not yet remitted to the relevant authority, (g) by excluding any liabilities, accruals or reserves for contingent Taxes or uncertain Tax positions, (h) by excluding any Transfer Taxes (other than the portion of any Transfer Taxes imposed on the Company for which the Indemnifying Securityholders are responsible pursuant to Section 6.12(f)), and (i) by excluding any Taxes attributable to any action undertaken by Parent or any of its Affiliates (including, after the Closing, the Company) outside the ordinary course of business on the Closing Date after the Closing that was not contemplated by this Agreement.
Accrued Taxes means an amount equal to the aggregate liability for (i) unpaid Income Taxes of the Transferred Entities (a) with respect or attributable to any Pre-Closing Period ending on the Closing Date or any Pre-Closing Period ending during the calendar year 2019 or 2020, in each case excluding any Taxes for which the applicable Transferred Entity has filed its final Income Tax Return for income Taxes for the relevant Pre-Closing Period, provided that all Taxes shown as due on any such filed Income Tax Return for the relevant Pre-Closing Tax Period have been paid and (b) imposed by a jurisdiction where a Transferred Entity filed a Tax Return for a Pre-Closing Period ending on or before December 31, 2019 or where a Transferred Entity first began operations in a Pre-Closing Period beginning after December 31, 2019 and (ii) any Taxes of the Transferred Entities that have been deferred from a Pre-Closing Period to a Post-Closing Period under the CARES Act; provided that Accrued Taxes shall not be less than zero in the aggregate. The calculation of Accrued Taxes shall (A) exclude any deferred Tax liabilities and deferred Tax assets, (B) consider estimated (or other prepaid) Tax payments only to the extent that such payments have the effect of reducing (not below zero) the particular current Tax liability in respect of which such payments were made, (C) consider transaction-related deductions only to the extent such deductions have the effect of reducing (not below zero) a particular Income Tax liability to which such deductions are relevant, (D) be determined in accordance with past practice to the extent supported by a “more likely than not” (or higher) standard under applicable Law, (E) exclude any Taxes attributable to actions outside of the Ordinary Course of Business taken by or at the direction of Purchaser, its Affiliates, or any Transferred Entity on the Closing Date after Closing and (F) exclude any amount of Taxes set forth as reserves for uncertain Income Tax positions of any Transferred Entity. Any Accrued Taxes described in clauses (i) and (ii) attributable to a Straddle Period shall be allocated to the portion of the Straddle Period ending on the Closing date based on an interim closing of the books on the Closing Date.
Accrued Taxes means all Taxes attributable to a Person or its income, operations or properties accruing up to and including the Closing.
Accrued Taxes means currently payable Tax liabilities and provisions for deferred Tax liabilities;
Accrued Taxes shown on the Balance Sheet adequately reflects the liability for unpaid Taxes (including deferred Taxes) of Company and the Subsidiaries as of the Balance Sheet Date.
Accrued Taxes means for any Pre-Closing Period and the portion of any Straddle Period up to and including the Closing Date, calculated in accordance with Section 6.9(b), the Taxes of the Companies and Company Subsidiaries, which may be positive or negative, with respect to any Tax Return prepared pursuant to Section 6.9 that relates solely to the Companies or the Company Subsidiaries, regardless of whether such Taxes are due and payable as of the Closing Date, taking into account any overpayments, estimated payments, offsets, or reductions in such Tax attributable to Tax payments made by a Company or Company Subsidiary prior to the Closing Date. For the avoidance of doubt, any tax benefit that may be realized after the Closing Date attributable to a net operating loss or other tax attribute shall not be taken into account in determining Accrued Taxes.