Tax Liability Amount means, with respect to any Member, for any given Fiscal Year, an amount equal to (a) the Assumed Tax Rate multiplied by (i) the taxable income and gain allocated to such Member for such Fiscal Year (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 (ii) the cumulative losses that have been allocated to such Member to the extent such losses have not previously reduced taxable income and gain pursuant to this provision, minus (b) the sum of (x) such Member's pro rata share of any creditable foreign taxes imposed on and paid by the Company to a non-U.S. governmental authority, and (y) the amount, if any, of taxes withheld by the Company pursuant to Section 4.7 with respect to such Member.
Estimated SpinCo Tax Liability Amount is an amount equal to the estimated amount that New Sun would be obligated to pay to Sabra pursuant to section 2.03 hereof with respect to SpinCo Taxes for the 2010 taxable year.
As used herein the "Tax Liability Amount" shall mean 35% of the aggregate amount by which the Tax Basis is less than $240 million.
If the Tax Liability Amount is so determined to be greater than zero resulting in a breach of the representation set forth in 8.20(a)(iii), the amount of the Tax Liability Amount, multiplied by fifty-nine percent (59%) (present value discount factor), shall be paid by the Parent to the Purchaser as complete damages in respect of such breach.
The Corporate Tax Liability Amount shall be initially paid by Purchaser but it shall be the obligation of Seller, and shall be satisfied by Seller pursuant to the last sentence of this Section 6.11(a).
With regard to income Taxes, franchise Taxes and Taxes based on net worth (including penalties and interest thereon) for which an Acquired Entity is legally responsible concerning Pre-Closing Periods or Split Tax Periods, Parent and Buyer shall mutually agree on an estimated amount for all such Taxes (the Agreed Pre-Closing Period Income Tax Liability Amount).