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. (a) To the extent permitted by applicable Legal Requirements, the Transaction Deductions shall be reported on applicable income Tax Returns as income tax deductions of the applicable Acquired Company for the Tax year that includes the Closing Date and shall not be treated or reported as income tax deductions for a year or period beginning after the Closing Date (including under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any comparable or similar provision under state or local Legal Requirements).
(b) Any net refunds of overpayments of estimated income Taxes for the Tax period ending on the Closing Date will be for the benefit of the Sellers, except to the extent any such refunds are attributable to a carry-back of net operating losses or other Tax attributes from a post-Closing Tax period. To the extent that any Tax Return for such Tax period prepared pursuant to Section 10.01 reflects such a refund, it will be claimed in cash. The Buyer will (promptly following receipt thereof) pay the amount of any such refund, net of all Taxes or out-of-pocket costs related to the receipt or payment thereof, to the Sellers, subject to Section 2.14.
(c) Subject to Section 10.03(d)(ii), in the event of any audit, assessment, examination, claim or other controversy or proceeding relating to Taxes or Tax Returns of any Acquired Company (a “Tax Proceeding”) solely with respect to any Pre-Closing Tax Period, the Buyer shall inform the Sellers’ Representative of such Tax Proceeding promptly after the receipt by the Buyer of written notice thereof; provided, that no delay on the part of Buyer in notifying Sellers’ Representative will relieve Sellers’ Representative from any obligation under this ARTICLE X, except to the extent such delay actually and materially prejudices Sellers’ Representative. The Buyer and the Sellers’ Representative shall jointly control such Tax Proceedings, each at their own expense, and the parties shall not settle or otherwise resolve such Tax Proceeding without the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed).
(i) Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any Acquired Company with respect to a Pre-Closing Tax Period without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld or delayed (it being agreed that it shall be unreasonable to withhold or d...
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. Buyer and Sellers agree that in connection with the preparation and filing of Income Tax Returns of or with respect to the Company, to the extent permitted by applicable Law any deductions and/or losses of or with respect to Company Indebtedness, Employee Payments, and Transaction Expenses shall be claimed in taxable periods, or portions thereof, ending on or before the Closing Date and that the Company shall claim any available election under the safe harbor provisions contained in Revenue Procedure 2011-29, 2011-18 I.R.B. 746, with respect to any “success-based fees”.
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. 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. Unless otherwise required by applicable Law, any Tax deductions attributable to or arising from any vesting (including acceleration thereof) and/or payment on or with respect to any Transaction Expenses (to the extent specifically included in the determination of the Merger Consideration or to the extent actually paid by the Company on or before the Closing Date), shall be deducted in the Pre-Closing Tax Period or, with respect to any Straddle Period, the portion of such Straddle Period ending on the Closing Date.
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. Transaction Deductions shall be deducted by Seller for the benefit of the Seller Parties to the extent permitted by applicable Law at a “more likely than not” or greater level of confidence.
Transaction Deductions. Any Transaction deductions will, to the maximum extent permitted by Law, be reflected on the Income Tax Returns of the Company for the Pre-Closing Tax Period ending on the Closing Date. Except as otherwise required pursuant to a determination (as defined in Section 1313 of the Code), none of the Acquired Companies, Buyer or any of their respective Affiliates will take any position inconsistent with such treatment.
