Tax Liability Amount definition
Tax Liability Amount means, without duplication, an amount (which shall in no event be an amount less than zero ($0) in the aggregate, in any jurisdiction, with respect to any particular taxpayer, or with respect to any particular type of Tax) equal to any amounts that would be properly accrued as current Liabilities of Parent and the Transferred Subsidiaries for unpaid income Taxes for the then-current period for which Tax Returns have not yet been filed as of the Closing Date, in each case calculated (i) as of the end of the day on the Closing Date, (ii) by taking into account all Tax deductions and similar benefits of Parent and the Transferred Subsidiaries arising out of the transactions contemplated by the Transaction Documents which are more likely-than-not currently deductible, (iii) in accordance with the past practice of Parent and the Transferred Subsidiaries (or of Parent with respect to the businesses of Parent and the Transferred Subsidiaries), (iv) by excluding any Tax Liabilities resulting from any elections pursuant to Section 336 or 338 of the Code (or corresponding provisions of other Tax Law) or from other actions taken by Parent or its Affiliates (including, after the Closing, Parent and the Transferred Subsidiaries) after the Closing that are not expressly contemplated by this Agreement, (v) by taking into account any Tax payments (including estimated payments, overpayments and prepayments) made before the Closing and any losses, credits and other attributes that are available under applicable Law with respect to the relevant income Taxes and (vi) by excluding all deferred Tax Liabilities, all reserves for contingent Taxes or uncertain tax positions, and all deferred Tax assets. For the avoidance of doubt, the Tax Liability Amount shall in no event be less than zero.
Tax Liability Amount shall have the meaning ascribed to such term in Section 9.9 hereof.
Tax Liability Amount means an amount equal to unpaid cash income Taxes for which any Acquired Company is liable for any Pre-Closing Tax Period (but including, for the avoidance of doubt, the specific items of income included below in this definition of the Tax Liability Amount irrespective of the whether they would be otherwise included in a Pre-Closing Tax Period) beginning on or after January 1, 2024 in jurisdictions where the Acquired Companies filed a Tax Return for the last Tax period for which a Tax Return was due (taking into account any applicable extensions) or commenced activities after the end of such Tax period, calculated (a) in accordance with the past practice of the Acquired Companies to the extent that such past practice is applicable and supported by applicable Law at a “more likely than not” (or higher) level of comfort, and (b) by (i) taking into account Transaction Deductions and utilizing net operating loss carryforwards, in each case, in Pre-Closing Tax Periods to the extent permitted by applicable Law at a “more likely than not” or higher level of comfort, (ii) disregarding any transactions effected by, on behalf of, or at the express direction of, Buyer or any of its Affiliates on the Closing Date but after the Closing (other than as expressly contemplated or permitted by this Agreement and/or the Ancillary Documents), (iii) treating any Taxes included in the Tax Liability Amount as properly paid by the Acquired Companies to the proper Governmental Entity at the Determination Time, (iv) applying Section 6.3(a), (v) including any inclusion under Section 951(a) or Section 951A of the Code with respect to any “controlled foreign corporation” in which an Acquired Company owned an interest prior to the Closing in the gross income of the Acquired Companies for the Pre-Closing Tax Period ending on the Closing Date (and any related Tax credits, to the extent available to be claimed under applicable Law in such periods at a “more likely than not” (or higher) level of comfort) determined as if the taxable year of the “controlled foreign corporation” (as defined in Section 957(a) of the Code) giving rise to such inclusions ended on the end of the Closing Date, (vi) including Acquired Companies taxable income for the Pre-Closing Tax Period any income of the Acquired Companies arising from the Pre-Closing Reorganization (and using $7,125,000.00 as the fair market value of PFB Custom Homes and its assets), (vii) electing the 70% safe-harbor set forth in the Revenue ...
Examples of Tax Liability Amount in a sentence
Buyer will cause such Seller Prepared Return (as revised to incorporate Buyer’s comments) to be timely filed, and in the case of any Taxes shown as due on such Seller Prepared Returns that were taken into account in the calculation of Net Working Capital or the Tax Liability Amount, as applicable, Buyer shall pay, or shall cause the Company to pay, such Taxes.
Seller shall pay or cause to be paid all Taxes shown as due on the Seller Prepared Returns, other than Taxes taken into account in the calculation of Net Working Capital or the Tax Liability Amount.
The amount of any refunds (or, to the extent applied against a Tax liability of a Post-Closing Tax Period, credits) of Taxes of any Group Entity for any Pre-Closing Tax Period (except to the extent included in the Tax Liability Amount, and net of any associated costs or expenses, including any Taxes, borne by Purchaser and its Affiliates) shall be for the account of the Sellers.
More Definitions of Tax Liability Amount
Tax Liability Amount means, when determined, with respect to a Person taxed as a partnership, S corporation, or disregarded entity for U.S. federal income tax purposes, the excess (if any) of (a) the product of (i) the net amount of cumulative taxable income and gain (net of losses and deductions, and in all cases excluding allocations under Section 704(c) of the Code) currently and previously allocated to such Person’s owners (or the owners’ predecessors-in- interest) in accordance with the Person’s Organizational Documents since the inception of the
Tax Liability Amount means an amount (not less than zero) equal to the sum of (i) the unpaid income Taxes of the Company for taxable periods (or portions thereof) ending on or before the Closing Date (whether or not such Taxes are due and payable), calculated (a) in the case of a taxable period that includes but does not end on the Closing Date, on an interim closing of the books basis at the end of the Closing Date, (b) on a jurisdiction by jurisdiction basis, (c) by including in taxable income all adjustments pursuant to Section 481 of the Code (and any analogous or similar provision of Tax Law) that will not previously have been included in income, (d) by taking into account the Tax deductions arising from the Transaction Expenses to the extent deductible in the taxable period ending on the Closing Date at a “more likely than not” or higher level of comfort, and (e) by including (i) the amount of any Taxes attributable to the ownership of any “controlled foreign corporation” as defined in Section 957 of the Code, including the Taxes of the Company attributable to any “subpart F income” as defined in Code Section 952 or “global intangible lowtaxed income” as defined in Section 951A of the Code, determined as if the taxable year of each such controlled foreign corporation ended on the Closing Date, and (ii) the unpaid payroll Taxes of the Company deferred under the CARES Act or any similar Law.
Tax Liability Amount means, for each Company Fiscal Year, the sum of (1) the Ordinary Tax Liability and (2) the Capital Gains Tax Liability.
Tax Liability Amount for any given Taxable Year of the Company means an amount equal to (x) the Assumed Tax Rate multiplied by (1) the taxable income and gain allocated to such Holder for such Taxable Year of the Company (as shown on the applicable Internal Revenue Service Form 1065 Schedule K-1 filed by the Company), excluding partner-level taxable income adjustments made under Code Section 743(b), minus (2) the cumulative losses that have been allocated to such Holder to the extent such losses have not previously reduced taxable income and gain pursuant to this provision, minus (y) such Holder’s pro rata share of any creditable foreign taxes imposed on and paid by the Company to a non-U.S. governmental authority. Distributions to a Holder pursuant to this Section 7.2 shall only be made to the extent that the distributions from the Company to such Holder for the relevant Fiscal Year pursuant to Section 7.1 are less than such Holder’s Tax Liability Amount for such Fiscal Year. The Executive Board shall use its best, good faith efforts to distribute such tax distributions quarterly to the Holders based on estimated amounts during the Fiscal Year.
Tax Liability Amount means, without duplication, an amount equal to the sum of (i) any amounts properly accrued as current liabilities for Taxes on the consolidated balance sheet of the Transferred Press Subsidiaries as of the Closing Date in accordance with US GAAP and (ii) any amount properly reserved under ASC 740 or ASC 450 on the consolidated balance sheet of the Transferred Press Subsidiaries as of the Closing Date in accordance with US GAAP, in each case calculated (a) as of the end of the Closing Date and not as of the immediately preceding day, (b) by including in taxable income all adjustments made pursuant to Section 481(a) of the Code (or any analogous or similar provision of Law) not previously included in income by the Transferred Press Subsidiaries with respect to a Pre-Closing Tax Period, as applicable, and (c) by excluding all deferred Tax liabilities and deferred Tax assets.
Tax Liability Amount means an amount equal to $2,000,000.
Tax Liability Amount has the meaning set forth in Section 4.2(d).