Unpaid Income Taxes definition

Unpaid Income Taxes means all unpaid income Taxes accrued as a current liability of any Company Entity or either Blocker with respect to any Pre-Closing Tax Period, including Taxes imposed on income arising under Section 951 of the Code and Section 951A of the Code, and including any Taxes payable under Section 965 of the Code, regardless of whether an election under Section 965(h) of the Code has been made; provided that Unpaid Income Taxes shall be determined (i) in accordance with the past practices of the Company Entities and the Blockers (including reporting positions, elections, accounting methods and determinations with respect to the jurisdictions in which filing is required)unless otherwise required by applicable Law, (ii) taking into account Transaction Tax Deductions to the extent such deductions are “more likely than not” deductible in a Pre-Closing Tax Period, applying the seventy percent safe-harbor election under Revenue Procedure 2011-29 to any success-based fees, (iii) excluding any deferred tax liabilities and (iv) treating any transaction taking place, or item of income or gain arising, outside of the ordinary course of business on the Closing Date after the Closing and at the direction of Buyer as having taken place or arisen on the date immediately subsequent to the Closing Date.
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Unpaid Income Taxes means any unpaid income Tax liabilities of the Company for any Pre-Closing Tax Period with respect to which an applicable income Tax Return has not been filed as of the Closing Date (which shall not be less than zero), calculated (a) by including estimated (or other prepaid) income Tax payments, (b) by taking into account any net operating loss carryforwards for U.S. federal (and applicable state and local) income Tax purposes the use of which is not prohibited by any annual use or similar limitation, (c) by including Transaction Tax Deductions in the taxable period ending on the Closing Date to the maximum extent permitted by applicable Law in accordance with ‎Section 9.4, (d) by excluding any Taxes arising as a result of any actions taken outside the ordinary course of business by Purchaser, the Company or any of their Affiliates on the Closing Date after the Closing, and (e) in accordance with the existing accounting methods and past practices (including Tax reporting positions and elections and solely for those jurisdictions in which the Company currently files income Tax Returns) of the Company.
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Unpaid Income Taxes means the sum of (A) the aggregate of all unpaid income Tax liabilities with respect to all Pre-Closing Tax Periods (whether or not such Taxes are due and payable as of the date hereof), in each applicable jurisdiction which amount (i) shall not be less than zero in any jurisdiction, and (ii) shall not include offsets or reductions with respect to income Tax refunds or overpayments of Tax and (B) any "applicable employment taxes" (as defined in Section 2302(d)(1) of the CARES Act) or payroll tax obligations (including those imposed by Sections 3101(a) and 3201 of the Code) that the Company has deferred (for example, by a failure to timely withhold, deposit or remit any such amounts in accordance with the applicable provisions of the Code and the Treasury Regulations promulgated thereunder) pursuant to Section 2302 of the CARES Act or pursuant to or in connection with Notice 2020-65 or any U.S. presidential memorandum or executive order.
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Examples of Unpaid Income Taxes in a sentence

  • Impose Liability on Shareholders to Collect Unpaid Income Taxes of Applicable Corporations 203 2.

  • However, if it is used improperly or if it is not put to its intended use, it can be a source of application-related dangers, such as product overflow due to incorrect installation or configuration.

  • Lil Wayne Owes the IRS$868k in Unpaid Income Taxes............................................

  • Weiner & Associates Co., LPA – Legal Counsel & Collection Services for Unpaid Income Taxes MOTION: Mr. Costello moved and Mr. Riehl seconded to assign a number to the sample legisla- tion and send it on to Council.

  • MARTIN, CPA P: 214.214.3000F: 214.214.3999E: rwm@irsprob.com IN THIS ISSUE:Helping Good People with IRS Problems Rick Ross Pays IRS $1.5 Million for Unpaid Income Taxes Founder of Russian Bank Arrested Rapper and music executive Rick Ross paid the Internal Revenue Service more than $1.5 million to settle his unpaid taxes.


More Definitions of Unpaid Income Taxes

Unpaid Income Taxes means the aggregate unpaid Income Taxes that would be owed by the Company or the Subsidiary, if any, attributable to taxable periods ending on or prior to the Closing Date, determined by (A) assuming the applicable Tax Returns were due no later than the close of business on the Closing Date and the amounts shown as owing thereon were due at the close of business on the Closing Date; (B) excluding (i) Tax deductions, (ii) net operating losses, (iii) any liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for uncertain Tax positions, (iv) any Income Taxes to the extent the amount of such Income Taxes is taken into account in Seller Conversion Expenses or Seller Transaction Expenses that remain outstanding as of the Closing and (v) all deferred tax assets and liabilities (within the meaning of GAAP and subject to this paragraph); and (C) including (i) any Taxes for which payment has been extended or deferred, (ii) Transition Taxes and (iii) Taxes arising from any of the transactions contemplated herein, including Taxes from any amount of income, gain, deduction or loss to be recaptured; provided that the amount of Unpaid Income Taxes shall not be less than $0 (zero).
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Unpaid Income Taxes means all unpaid Income Taxes of any of the Transferred Entities (or, with respect to any Transferred Entity, to the extent that the Income Taxes of an entity by operation of Law are payable by another Transferred Entity including as a result of being a flowthrough or partnership for applicable income Tax purposes) for any Pre-Closing Tax Period for which a final Tax Return with respect to such period has not yet been filed, and which (a) shall not be less than zero in respect of any jurisdiction, any Transferred Entity filing a separate company Tax Return, or any combined, affiliated, consolidated, unitary, integration or similar Tax group that includes any of the Transferred Entities, as applicable, (b) shall not include any offsets or reductions with respect to Tax refunds or overpayments of Tax, (c) shall exclude (i) any deferred Tax liabilities and deferred Tax assets, (ii) any Income Tax liabilities resulting from actions taken by Purchaser or any of its Affiliates (including after the Closing, any of the Transferred Entities) (x) after the Closing on the Closing Date outside the Ordinary Course of Business (except any action that is expressly contemplated by this Agreement) or (y) in breach of this Agreement, and (iii) any liabilities for accruals or reserves established or required to be established for contingent Taxes or with respect to uncertain Tax positions, (d) to the extent available to offset Income Taxes otherwise payable, shall reflect estimated (or other prepaid) Income Tax payments with respect to any Pre-Closing Tax Period but only to the extent they have the effect of reducing (but not below zero) the particular current Income Tax liability of the particular Transferred Entity filing a separate company Tax Return or of the particular combined, affiliated, consolidated, unitary, integration or similar Tax group that includes any of the Transferred Entities in the particular jurisdiction in respect of which such estimated payments were made, (e) shall be determined in accordance with the principles set out in the definition of “Straddle Period” in the case of any Straddle Period, (f) shall be calculated as of the end of the day on the Closing Date taking into account the transactions contemplated by this Agreement (and taking into account any items of loss or deductions generated by or in connection with the terms of this Agreement to the extent permitted by applicable Law at a “more likely than not” level of comfort), (g) shall apply a...
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Unpaid Income Taxes means all unpaid Income Taxes of any of the Transferred Entities (or, with respect to any Transferred Entity, to the extent that the Income Taxes of an entity by operation of Law are payable by another Transferred Entity including as a result of being a flowthrough or partnership for applicable income Tax purposes) for any Pre-Closing Tax Period for which a final Tax Return with respect to such period has not yet been filed, and which (a) shall not be less than zero in respect of any jurisdiction, any Transferred Entity filing a separate company Tax Return, or any combined, affiliated, consolidated, unitary, integration or similar Tax group that includes any of the Transferred Entities, as applicable,(b) shall not include any offsets or reductions with respect to Tax refunds or overpayments of Tax, (c) shall exclude (i) any deferred Tax liabilities and deferred Tax assets, (ii) any Income Tax liabilities resulting from actions taken by Purchaser or any of its Affiliates (including after the Closing, any of the Transferred Entities) (x) after the Closing on the Closing Date outside the Ordinary Course of Business (except any action that is expressly contemplated by this Agreement) or (y) in breach of this Agreement, and (iii) any liabilities for accruals or reserves established or required to be established for contingent Taxes or with respect to uncertain Tax positions, (d) to the extent available to offset Income Taxes otherwise payable, shall reflect estimated (or other prepaid) Income Tax payments with respect to any Pre-Closing Tax Period but only to the extent they have the effect of reducing (but not below zero) the particular current Income Tax liability of the particular Transferred Entity filing a separate company Tax Return or of the particular combined, affiliated, consolidated, unitary, integration or similar Tax group that includes any of the Transferred Entities in the particular jurisdiction in respect of which such estimated payments were made, (e) shall be determined in accordance with the principles set out in the definition of “Straddle Period” in the case of any Straddle Period, (f) shall be calculated as of the end of the day on the Closing Date taking into account the transactions contemplated by this Agreement (and taking into account any items of loss or deductions generated by or in connection with the terms of this Agreement to the extent permitted by applicable Law at a “more likely than not” level of comfort), (g) shall apply an...
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Related to Unpaid Income Taxes

  • Unpaid income tax means income tax due but not paid by the date the income tax is required to be paid under applicable law.

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Income Taxes means any Tax that is imposed on or measured by or referred to as income, gross income, gross receipts, profits, capital stock, franchise or other similar Tax.

  • Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Net Finance Charges means, for the Reference Period, the Finance Charges according to the latest Financial Report(s), after deducting any interest payable for that Reference Period to any member of the Group and any interest income relating to cash or cash equivalent investment.

  • Unpaid Charges means any charges billed to the Non-Paying Party that the Non-Paying Party did not render full payment to the Billing Party by the Bill Due Date, including where funds were not accessible.

  • Unpaid withholding tax means withholding tax due but not paid by the date the withholding tax is required to be paid under applicable law.

  • Unearned income means any income which is not earned income and includes supplemental security income (SSI) and other funds available to a child residing in a foster care placement.

  • Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. Xxxxxxx understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Xxxxxxx further understands and agrees that reimbursement of such disallowed costs shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract.

  • Earned Income means the same as that term is defined in § 32(c) of the Internal Revenue Code. The

  • Indirect Taxes means value added taxes, sales taxes, consumption taxes and other similar taxes.

  • Consolidated Income Tax Expense means, for any period, all provisions for taxes based on the gross or net income of Borrower (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), and all franchise taxes of Borrower, as determined on a Consolidated basis and in accordance with GAAP.