Pre-Closing Income Tax Amount has the meaning set forth in Section 6.5(d)(vi)(A).
Pre-Closing Income Tax Amount means an amount (which shall not be less than zero in the aggregate, in any jurisdiction, for any taxable period, or for any standalone taxpaying entity (or affiliated or combined group, as applicable)) equal to the sum of any unpaid Income Tax Liabilities of the Acquired Companies for any Pre-Closing Period (including the pre-closing portion of any Straddle Period) in any jurisdiction for which the applicable Tax Returns are not yet due (after taking into any applicable extensions) as of Closing Date, with any such Tax Liabilities to be calculated on a jurisdiction-by-jurisdiction and entity-by-entity (or affiliated or combined group, as applicable) basis and calculated as of the end of the Closing Date, without duplication, (i) in a manner consistent with the past practices of the Acquired Companies, (ii) without taking into account any deferred Tax assets or Liabilities established for GAAP purposes (subject to the following clauses), (iii) by including in the Pre-Closing Period (including the pre-closing portion of any Straddle Period) any income any and all Liabilities for Income Taxes payable after the Closing pursuant to Section 481 of the Code (or any corresponding or similar provision of applicable Law) as a result of a change in, or use of an improper, accounting method of any Acquired Company made prior to Closing with respect to any Pre-Closing Period, (iv) by taking into account any estimated or similar Income Tax payments made by the Acquired Companies prior to the Closing Date and any credits or overpayments of Income Tax, in each case, to the extent actually available to offset (not below zero) a particular Income Tax Liability to which such Income Tax attribute is relevant in the Pre-Closing Period, (v) by including any Taxes imposed with respect to any amount required to be included under Section 951(a) or 951A of the Code (and any deemed dividend pursuant to Sections 78 and 960(a)(1) of the Code attributable to such amount) with respect to the portion of a Straddle Period of the relevant non-U.S. Subsidiary of the Company that ends on or before the Closing Date (determined based on a “closing of the books” of the relevant Subsidiary as of the end of the Closing Date), (vi) by including any Taxes imposed pursuant to Section 965 of the Code (without regard to any election made under Section 965(h) of the Code), and (vii) in the case of a Straddle Period, pursuant to the principles of Section 6.7(d). For the avoidance of doubt, the Pre-Clos...
Pre-Closing Income Tax Amount means an amount equal to the sum of the unpaid current liability for Income Taxes net of current Income Tax assets (determined without taking into account deferred Tax assets or deferred Tax liabilities) of each of the Transferred Entities attributable to the Pre-Closing Tax Period, excluding any liability for Taxes that are determined on an affiliated, consolidated, combined or unitary group basis; provided, however, that the Pre-Closing Income Tax Amount shall include any Taxes determined on an affiliated, consolidated, combined or unitary group basis if the Transferred Entity is responsible for remitting payment for such Taxes through a Tax Sharing Arrangement following and surviving the Relevant Closing Date pursuant to Section 6.12 (including the tax degrouping agreement contemplated by Section 6.12).
Examples of Pre-Closing Income Tax Amount in a sentence
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Purchaser shall pay over to the Representative any Tax refunds and credits described in this Section 10.01(g) or, to the extent identified prior to the Survival Period Termination Date, 40% times the amount of any Transaction Tax Deduction not taken into account in determining the Transaction Tax Benefit or Pre-Closing Income Tax Amount within five (5) days after actual receipt of such refund or application of such credit against Taxes.
Sellers shall remit all Taxes reflected as due and owing on any Seller Tax Return to be filed by Buyer described in subsection (ii) above, to the extent not reflected in the determination of Pre-Closing Income Tax Amount, to Buyer not later than five (5) days prior to the due date thereof, and Buyer (to the extent any Seller Tax Return is not filed by Sellers) shall timely file, or cause to be filed, such Tax Return and remit therewith all Taxes shown as due and owing on such Tax Return.
More Definitions of Pre-Closing Income Tax Amount
Pre-Closing Income Tax Amount means an amount (which shall not be less than zero) equal to the sum of all unpaid income Taxes of the Company and its Subsidiaries for all Pre-Closing Tax Periods (ignoring, for this purpose, any income Tax payments made after the close of business on the last Business Day preceding the Closing Date), calculated (i) as if the applicable taxable period of the Company and each of its Subsidiaries ended on the Closing Date and (ii) by including in taxable income any adjustment pursuant to Section 481 of the Code (or similar provision of state, local or non-U.S. Law) or any prepaid amount or deferred revenue for any Pre-Closing Tax Period, in each case, that would not previously have been included in taxable income.
Pre-Closing Income Tax Amount means an amount equal to the sum of the unpaid current liability for Income Taxes net of current Income Tax assets (determined without taking into account deferred Tax assets or deferred Tax liabilities) of each of the Transferred Entities attributable to the
Pre-Closing Income Tax Amount means an amount (which shall not be less than zero for any jurisdiction or taxpaying entity) equal to the sum of all unpaid liabilities for Pre-Closing Taxes that are income, gross receipts or franchise Taxes of the Acquired Group Companies, calculated (i) as if the applicable taxable period of each Acquired Group Company ended on the date hereof (in accordance with Section 6.2), (ii) by ignoring all Tax payments made after 12:01 a.m. Eastern Daylight Time on the date hereof in respect of such Tax liabilities, (iii) by excluding from taxable income in the 2020 Pre-Closing Tax Period or 2020 Pre-Closing Straddle Period, as applicable, any adjustment pursuant to Section 481 of the Code (or similar provision of state, local or non-U.S. Law) that as of December 31, 2019 has not yet been included in taxable income in the Pre-Closing Tax Period or Pre-Closing Straddle Period, as applicable, (iv) by including in taxable income any deferred revenue or prepaid amount that would not yet have been included in taxable income and (v) in accordance with the past practices and methodologies of the Acquired Group Companies in filing Tax Returns.
Pre-Closing Income Tax Amount means, with respect to any Person, liabilities of such Person for current unpaid Income Taxes with respect to any current taxable periods (or the portion thereof ending on the Closing Date for any Straddle Period calculated in accordance with the methodology set forth in Section 6.10(c)) ending on or before the Closing Date for which Income Tax Returns have not yet been required to be filed, which liabilities shall be determined (i) taking into account applicable estimated Income Tax payments made by such Person prior to Closing and any applicable Income Tax refunds or overpayments and any net operating losses or other Tax attributes (excluding any such attribute that may be carried back from a taxable period beginning after the Closing Date), in each case, to the extent such payments, attributes or other items actually reduce cash Taxes payable (but not below zero) in respect of such taxable periods (or would reduce such cash Taxes taking into account clause (ii)) and (ii) as though the taxable period of such Person closes as of the end of the Closing Date regardless of whether such treatment is prescribed by applicable Law. For the avoidance of doubt, the Pre-Closing Income Tax Amount shall not be a negative number.
Pre-Closing Income Tax Amount means the sum of the amount of obligations for Income Taxes for Pre-Closing Tax Periods (regardless of whether or not then due) of the Blocker, the Company and any Subsidiary of the Company as to which taxable period or portion thereof the relevant Tax Return has not yet been filed as of the Closing Date, calculated as of the end of the day on the Closing Date after giving effect to the transactions contemplated hereby and in a manner consistent with the principles of Section 12J(b), and calculated on a jurisdiction by jurisdiction, with the amount due in any jurisdiction not less than $0.
Pre-Closing Income Tax Amount means an amount (which shall not be less than zero) equal to any unpaid Income Taxes of any member of the Company Group for any Pre-Closing Tax Period as to which taxable period or portion thereof the relevant Tax Return has not yet been filed as of the Closing Date; provided that, Pre-Closing Income Tax Amount shall (i) in the case of Taxes relating to a Straddle Period, such amount shall be(A) calculated based on or measured by income, receipts, transactions, withholding, or employment, on an “interim closing of the books” basis as if the taxable year of each member of the Company Group ended as of the end of the Closing Date, adjusted as provided in Section 10.2, and (B) imposed on a periodic basis, by multiplying such Taxes by a fraction the numerator of which is the number of days in the taxable period ending at the Closing Date and the denominator of which is the number of days in such period, (ii) be calculated with respect to each member of the Company Group only for each jurisdiction in which such Person has previously filed Tax Returns with respect to Income Taxes; (iii) be calculated in accordance with the past practice (including reporting positions, jurisdictions and types of Income Taxes, elections and accounting methods) of each member of the Company Group in preparing Tax Returns, unless otherwise required by applicable Law, (iv) disregard any financing or refinancing arrangements entered into at any time by or at the direction of Buyer or any of its Affiliates or any other transactions entered into by or at the direction of Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement, (v) exclude any Taxes attributable to transactions by Buyer outside the ordinary course of business on the Closing Date after the time of the Closing, (vi) disregard any liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for contingent Taxes or with respect to uncertain Tax positions and any liabilities arising from any change in accounting methods, (vii) exclude all deferred tax liabilities established under GAAP for the purpose of reflecting timing differences between GAAP and tax income, and (viii) exclude any Income Taxes required to be reflected on any Tax Return of any Seller Affiliated Group and Income Taxes that a Seller is required to remit (or cause to be remitted) with respect to any other Seller Tax Return.
Pre-Closing Income Tax Amount means an amount (which shall not be less than zero in the aggregate, in any jurisdiction, for any taxable period, or for any standalone taxpaying entity (or affiliated or combined group, as applicable)) equal to the sum of any unpaid Income Tax Liabilities of the Acquired Companies for any Pre-Closing Period (including the pre-closing portion of any Straddle Period) in any jurisdiction for which the applicable Tax Returns are not yet due (after taking into any applicable extensions) as of Closing Date, with any such Tax Liabilities to be calculated on a jurisdiction-by-jurisdiction and entity-by-entity (or affiliated or combined group, as applicable) basis and calculated as of the end of the Closing Date, without duplication, (i) in a manner consistent with the past practices of the Acquired Companies, (ii) without taking into account any deferred Tax assets or Liabilities established for GAAP purposes (subject to the following clauses), (iii) by including in the Pre-Closing Period (including the