Definition of Tax Liabilities Amount

Tax Liabilities Amount means (i) the aggregate value of the current liabilities of the Company and its Subsidiaries relating to Taxes (taking into account any payments made to the relevant Taxing Authority in relation to such current liabilities), decreased by the aggregate value of the Irish R&D Tax Credits, in each case determined on a consolidated basis as of the close of business on the Business Day immediately preceding the Closing Date and calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements, plus (ii) the aggregate value of any transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including penalties and interest) to be incurred in connection with the consummation of the Udaras Transaction.