Transaction Deductions Sample Clauses

Transaction Deductions. The members of the Company Group shall make a timely election under Revenue Procedure 2011-29, 2011-18 I.R.B. 746, to apply the seventy percent (70%) safe-harbor to any Transaction Expenses that are “success based fees” as defined in Treasury Regulation Section 1.263(a)-5(f); To the extent allowed under applicable Law, all Transaction Deductions shall be allocated to the taxable period (or portion thereof) that ends on the Closing Date.

Transaction Deductions. Any income or franchise Tax deductions attributable to Transaction Expenses or Debt or any other compensatory payments made in connection with the Closing shall, to the extent permitted by applicable Law and supported at least at a “more likely than not” level of comfort, be reflected on the Company’s federal and state income and franchise Tax Returns and shall not be deducted by Purchaser.

Transaction Deductions. Seller shall be entitled, as additional purchase price for the Share, to the value of all Tax benefits relating to Transaction Deductions that are available to offset income of Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company) for any Tax period (or portion thereof) of Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company) beginning after the Closing Date as and when such Transaction Deductions are first used to offset income. On any Tax Return on which such Transaction Deductions are first permitted to be reflected, such Transaction Deductions shall be presumed to be the first deductions to offset income to the extent that the Tax Return shows income available to be offset. Promptly upon (and no later than seven (7) days after) the filing of any Tax Return on which any Transaction Deductions are taken into account to offset income of the Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company), Buyer shall pay over to Seller, as additional purchase price for the Share, the value of all Tax benefits attributable to such Transaction Deductions. Within ten (10) days after the filing of each Tax Return for, or that includes, the Company or its successors, for Tax periods (or portions thereof) beginning after the Closing Date on which any Transaction Deductions from Tax periods (or portions thereof) ending on or before the Closing Date are available to reduce income, Buyer shall provide to Seller a certificate signed by the chief financial officer of Buyer setting forth the computation of the amount due to Seller with respect to such Tax Return pursuant to this Section 7.2(h). Any net operating loss carryforwards of the Company from Tax periods (or portions thereof) ending on or before the Closing Date that cannot be utilized with respect to any Pre-Closing Income Tax Return may be utilized by Buyer or any of its Affiliates (including, after the Closing) without any consideration paid therefor.

Transaction Deductions. The Buyer and the Sellers shall each be allocated the income Tax deduction attributable to any Transaction Expense for which each party bears the economic detriment. For purposes of clarity, any income Tax deduction attributable to a Transaction Bonus shall be reflected in the Pre-Closing Tax Periods and shall not be deducted by the Buyer or any Affiliate thereof, including any Target Company after the Closing.

Transaction Deductions. Transaction Deductions shall be allocated to, and deducted in, a taxable period of the Company ending on the Closing Date to the extent permitted by Applicable Law, and Transaction Deductions for any Straddle Period shall be attributed to the portion of such Straddle Period ending on and including the Closing Date. For purposes of the foregoing, the Parties agree to cause the Company to adopt the seventy percent (70%) safe harbor (and to include the applicable election statements with the appropriate Tax Returns) with respect to the deduction of any “success-based fees” in accordance with IRS Revenue Procedure 2011-29 to the extent that the transactions contemplated herein are properly treated as a “covered transaction” within the meaning of Treasury Regulations Section 1.263(a)-5 (it being understood that nothing in this Section 6.5(i) shall be interpreted as a representation that any expense is a “success based fee” or that the transactions contemplated herein are properly treated as a “covered transaction”).

Transaction Deductions. Taxes of the Company Group or SpinCo Group for Pre-Closing Periods shall be calculated by treating all Transaction Deductions as deducted in the Pre-Closing Period.

Transaction Deductions. For purposes of preparing all relevant Tax Returns, Purchaser and Seller agree that any deductions of the Transferred Entities arising out of (i) bonuses paid or payable by the Transferred Entities as a result of or in connection with the consummation of the Transaction, (ii) any fees, expenses, premiums and penalties of the Transferred Entities with respect to the prepayment or repayment of debt and the write-off or acceleration of the amortization of deferred financing costs, (iii) any Transaction Expenses and (iv) any other expenses that are economically borne by the Remaining Seller Group arising in connection with the Transaction, shall be, to the extent permitted by applicable Law on at least a more likely than not basis, allocated to the Pre-Closing Tax Period.

Transaction Deductions. The parties agree that (a) all Transaction Deductions shall be allocated to the Unit Holders in respect of the Pre-Closing Tax Period and (b) all Transaction Deductions (and expenses giving rise to such Transaction Deductions) shall be treated as having been incurred by the Company, rather than any of the Company’s Subsidiaries, in each case, to the greatest extent permissible by applicable Requirements of Law.

Transaction Deductions. With respect to Pre-Closing Returns that are income Tax Returns or returns relating to corporation Tax, any Transaction Deductions shall be deducted for such income Tax or as the case may be corporation Tax purposes in the Pre-Closing Tax Period of the applicable member of the Company Group to the extent more likely than not permitted by Law. For purposes of this Agreement, “Transaction Deductions” means amounts payable by a member of the Company Group (and not amounts payable by any other person which may be satisfied by a member of the Company Group) that are deductible for applicable income Tax or, as the case may be, purposes in the Pre-Closing Tax Period that are incurred by the applicable member of the Company Group in connection with the following: (i) any amounts included in Closing Transaction Expenses, as finally determined pursuant to this Agreement and (ii) the fees, expenses and interest (including amounts treated as interest for U.S. federal income Tax purposes and any breakage fees or accelerated deferred financing fees) with respect to the payment of Indebtedness of the Company Group outstanding as of the Measurement Time, as finally determined pursuant to this Agreement.