Certain Deductible Matters Sample Clauses

Certain Deductible Matters. The Buyer, the Participants and EUSA acknowledge that: (a) there will be various bonus and compensation payments made to current or former Employees and other service providers of the Companies with respect to the Transactions that will occur or be accrued or triggered on or about the Closing Date (including, without limitation, payment of the Bonus and Repurchase Amount to certain current or former Employees and other service providers of the Companies and the Option Consideration); and (b) the Unpaid Transaction Expenses will be paid on behalf of the Participants and the Companies by the Buyer at Closing (collectively, all of the matters in clauses “(a)” and “(b)” above, the “Deductible Amounts”), and the Buyer, the Participants and EUSA acknowledge and agree that: (i) all Tax deductions attributable to such Deductible Amounts will be reported on EUSA’s Tax Returns for the taxable period ending on or before the Closing Date and the Pre-Closing Tax Period, except to the extent otherwise required by applicable Laws; and (ii) no Party will take, or cause any of its Affiliates to take, any position that is inconsistent with the foregoing (unless otherwise required by applicable Laws).