Net Taxes Payable definition

Net Taxes Payable means, with respect to all Pre-Closing Tax Periods and the portion of any Straddle Period that ends at 11:59 p.m., Central Daylight Time, on the Closing Date, the amount by which (i) the unpaid accrued Taxes of the Company (excluding (A) Taxes attributable to actions taken by the Buyer or the Surviving Company on the Closing Date after the Effective Time outside of the Ordinary Course of Business that are not contemplated by this Agreement and (B) Taxes attributable to the items set forth on Schedule 8.6(h)) (“Tax Liabilities” ), exceeds (ii) any refunds for Taxes attributable to Tax Returns filed on or before the Closing Date and any Tax deposits (excluding any estimated U.S. federal income Tax payments) actually available under applicable Law (“Tax Assets”). All Tax Assets and Tax Liabilities will be as set forth on the Closing Balance Sheet but as of 11:59 p.m., Central Daylight Time, on the Closing Date, as determined in accordance with GAAP, except that: (x) the amount of U.S. federal income Tax Liability for the taxable period ending on the Closing Date shall be determined after giving effect to up to Four Million Eight Hundred Fifty One Thousand Two Hundred Sixty Seven Dollars ($4,851,267) available Pre-Closing Transaction Tax Deductions; (y) the amount of any U.S. federal income Tax Liability for the taxable periods ending on or before December 31, 2011 shall be determined without giving effect to any carryback of any net operating loss attributable to the Pre-Closing Transaction Tax Deductions; and (z) the amount of any other Tax Liability with respect to any Pre-Closing Tax Period or the portion of any Straddle Period that ends on the Closing Date shall be determined after giving effect to the Pre-Closing Transaction Tax Deductions.
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Examples of Net Taxes Payable in a sentence

  • In the event any such notice of disagreement is timely provided, Parent and the Representative shall use commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the preparation of the Closing Balance Sheet and/or the calculation of Closing Net Working Capital and/or Closing Net Taxes Payable or the Closing Statement of Indebtedness and/or calculation of Closing Indebtedness, as the case may be.

  • If the Estimated Net Taxes Payable is equal to or less than the Target Net Taxes Payable, no adjustment will be made to the Initial Merger Consideration for Estimated Net Taxes Payable.

  • The amounts of the Closing Net Working Capital, Closing Net Taxes Payable and Closing Indebtedness as finally determined in accordance with the terms of this Section 1.11 shall be referred to as the “Final Closing Net Working Capital,” “Final Closing Net Taxes Payable” and “Final Closing Indebtedness,” respectively.

  • In addition, if the Estimated Net Taxes Payable is greater than Two Hundred Fifty Thousand Dollars ($250,000) (the “Target Net Taxes Payable” ), then the Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) shall also be reduced by an amount equal to the amount by which the Estimated Net Taxes Payable exceeds the Target Net Taxes Payable (the “Estimated Excess Net Taxes Payable” ).

  • At least two Business Days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth the calculation of an estimate as of 11:59 p.m., Central Daylight Time, on the Closing Date of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the Indebtedness (the “Estimated Indebtedness”), (iii) the Net Taxes Payable (the “Estimated Net Taxes Payable”) and (iv) the Company Transaction Expenses (such statement being, the “Good Faith Statement”).