Buyer State Income Tax Liability definition

Buyer State Income Tax Liability means 50% of the amount of any income, franchise or similar tax imposed at the Company-level by any state or local jurisdiction within the United States (including, for the avoidance of doubt, the Texas “margin” tax and the New York MTA surcharge) on the portion of the Company’s net gain (or similar measure as required by the specific tax jurisdiction) (1) that is apportioned to such state or local jurisdiction and (2) that directly and only relates to the sale of Purchased Assets by the Company to Buyer pursuant to this Agreement. For the avoidance of doubt, (i) Buyer State Income Tax Liability shall not include, and Buyer shall have no obligation under Section 6.2 or Section 8.3 to any Seller Party (other than the Company) with respect to, any income, franchise or similar Tax liability imposed on any Seller Party (other than the Company) by any state or local jurisdiction within the United States; (ii) in the case of any income, franchise or similar Tax that is imposed on the Company and another Seller Party on an affiliated, consolidated, combined, unitary or similar basis, the Buyer State Income Tax Liability shall be calculated as though the Company was subject to such income, franchise or similar Tax on a stand-alone basis; (iii) the amount that is apportioned to any state or local jurisdiction within the United States and that is directly attributable to the sale of the Purchased Assets by the Company to Buyer pursuant to this Agreement shall be determined without regard to any payment made by Buyer or any of its Affiliates under this Agreement with respect to the Buyer State Income Tax Liability; (iv) Buyer State Income Tax Liability shall not include any income, franchise or similar Tax that is borne directly by the Seller Owners rather than the Company; (v) Buyer State Income Tax Liability shall be calculated based on an assumption that the Company qualifies as an “S corporationfor purposes of any state or local jurisdiction where an election has been filed with the intent to treat the Company as an “S corporation” (regardless of whether such election was invalid or has otherwise been terminated), and shall not be increased if any such election was invalid or has otherwise been terminated; (vi) no Tax imposed by any state or local taxing jurisdiction other than the state and local taxing jurisdictions listed on Schedule 1.1(a) shall be taken into account in the calculation of the Buyer State Income Tax Liability; and (vii) no U.S. federal incom...

Examples of Buyer State Income Tax Liability in a sentence

  • For the avoidance of doubt, if any adjustment is made to any Seller State Income Tax Return after it is initially filed (whether as a result of an audit or other Tax proceeding or otherwise), no additional amount shall be required to be paid between the parties with respect to the Buyer State Income Tax Liability as a result of such adjustment.

Related to Buyer State Income Tax Liability

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • State Income Tax means any Tax imposed by any State of the United States or by any political subdivision of any such State which is imposed on or measured by net income, including state and local franchise or similar Taxes measured by net income.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • State premium tax liability means any liability

  • Income Tax means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Non-Income Tax means any Tax other than an Income Tax.

  • Income Tax Act means the Income Tax Act, 1962 (Act No. 58 of 1962);

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends after the Closing Date.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Consolidated federal taxable income means the consolidated taxable income of an affiliated group of corporations, as computed for the purposes of filing a consolidated federal income tax return, before consideration of net operating losses or special deductions. "Consolidated federal taxable income" does not include income or loss of an incumbent local exchange carrier that is excluded from the affiliated group under division (A)(1) of this section.

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal income taxes (including without limitation Texas franchise taxes) paid or due to be paid during such period.