Transaction Tax Benefits. Buyer shall pay to Seller any Transaction Tax Benefit (as defined below) within ten (10) calendar days of realizing such benefit; provided, that any such payment shall be determined net of the amount of any Taxes for which Seller is responsible under this Agreement and any amounts related to Taxes payable by the Company or any of its Subsidiaries to the Company Shareholders or the Shareholder Representative; provided, further, that Buyer’s obligations under this Section 9.09(b) shall terminate upon the expiration of the Extended Survival Period. For this purpose, a “Transaction Tax Benefit” is (i) any refund of Tax paid with respect to a Pre-Closing Tax Period resulting from the carryback of a Transaction Tax Deduction (and any interest thereon), (ii) any reduction in the Company’s or any Subsidiary’s cumulative Liability for Taxes resulting from a Transaction Tax Deduction and (iii) any other refund of Tax paid with respect to a Pre-Closing Tax Period and any interest thereon. A Transaction Tax Deduction shall be deemed to be realized in a taxable year if, and to the extent that, either (1) the Company or any of its Subsidiaries receives an actual cash refund of Taxes paid as a result of the carry back to a previous taxable year of a Transaction Tax Deduction calculated by the difference, if any, between (A) the actual refund of Taxes of the Company and/or its Subsidiaries that is available for the Pre-Closing Tax Period and (B) the refund of Taxes of the Company and/or its Subsidiaries that would be available for the Pre-Closing Tax Period if the Taxes of the Company and/or its Subsidiaries for such period were computed without regard to any Transaction Tax Deductions or (2) the Company’s or any Subsidiary’s cumulative Liability for Taxes for such taxable year, calculated by excluding the relevant Transaction Tax Deduction, exceeds the Company’s or any Subsidiary’s actual Liability for Taxes for such taxable year, calculated by taking into account the relevant Transaction Tax Deduction (treating such Transaction Tax Deduction as the last item claimed for any taxable year).
Transaction Tax Benefits. Without duplication, as directed by the Sellers’ Representative, the Buyer will promptly forward to the Sellers’ Representative for distribution to the Sellers, and the Company will pay through applicable payroll processes to the Optionholders (in each case based on the allocable portion set forth on the Allocation Schedule), the amount of any Transaction Tax Benefit actually realized by the Buyer or any of its Affiliates (including the Acquired Companies); provided that any employer-paid withholding Tax required to be paid in connection with such payments to Optionholders shall be deducted from the amount payable. Notwithstanding anything to the contrary in this Section 8.7.7, but subject to Section 9.4, the Buyer may retain any Transaction Tax Benefit received after the Escrow Termination Date to the extent of any Loss related to a claim for unpaid Taxes of the Acquired Companies for any Pre-Closing Tax Period that would be indemnified under Section 9.2.1(a) without regard to the limitations on recovery in Section 9.2. For purposes of determining the year in which a Transaction Tax Benefit is actually realized by the Buyer, the parties shall treat all other losses, deductions, and credits of the Buyer for the applicable Post-Closing Tax Period as having been used prior to any Transaction Tax Deductions.
Transaction Tax Benefits. It is agreed and understood by the parties hereto that all costs, fees, or expenses that are borne by the Shareholders that are associated with the Closing and paid by the Company, including for the avoidance of doubt for this purpose the Company Transaction Expenses, and that are deductible by the Company in determining its taxable federal, state, and local income or similar Taxes (each, a “Deduction” and collectively, the “Deductions”) will, to the extent consistent with the Company’s methods of accounting for Tax purposes and applicable Tax Law, be allocated to the Pre-Closing Tax Period or the portion of any Straddle Period treated as being a Pre-Closing Tax Period to the extent such allocation is permitted under applicable Law at a “more likely than not” or higher level of comfort. For this purpose, the Company will close its books and its Tax year for federal, and, if and as permitted, any state income Tax purposes as of the Closing Date to the extent necessary in order to maximize the amount of the Deductions that can be used in a Pre-Closing Tax Period or the portion of any Straddle Period that is a Pre-Closing Tax Period; provided, however, that in the case of the Company’s state corporate income Tax Returns for the calendar year that includes the Closing Date, if the Company is not permitted to file a short-period Tax Return for a Tax Period ending on the Closing Date, then all of the Deductions deductible on such Straddle Period Tax Return will be deemed to be attributable to the Pre-Closing Tax Period for such Straddle Period Tax Return to the extent permitted under applicable Law at a “more likely than not” or higher level of comfort. Unless otherwise required under applicable Law, the parties to this Agreement agree, and agree to cause their Affiliates, to treat and report the Deductions arising in connection with the Closing and the transactions contemplated hereby as being attributable to a Pre-Closing Tax Period in accordance with paragraphs (a) through (c) of Example 8 of Proposed Treasury Regulations Section 1.1502-76(b)(5), without regard to whether such proposed amendments to that Treasury Regulations Section have been adopted as final or formally apply to the Tax Period in issue. In addition, for any of the Company Transaction Expenses that are facilitative and might otherwise be required to be capitalized by the Company under Treasury Regulations Section 1.263(a)-5, unless otherwise required under applicable Law, the parties to this ...
Transaction Tax Benefits. Without duplication, the Buyer will, within ten (10) days after filing any Tax Return for a Post-Closing Tax Period, forward to the Seller the amount of any Transaction Tax Benefit realized by the Buyer or any of its Affiliates (including the Company); provided, however, that if any Transaction Tax Benefit forwarded to Seller is later successfully challenged by the IRS, Seller shall promptly repay such amount to Buyer.
Transaction Tax Benefits. The Sellers and Powerfleet agree that all Transaction Tax Deductions will be treated as properly allocable to a Pre-Closing Tax Period, and the Agent will include all Transaction Tax Deductions as deductions in the relevant Tax Returns of the FC Group Entities, to the extent permitted by applicable Law. For greater certainty, all Transaction Tax Deductions will be treated as properly allocable to a Pre-Closing Tax Period ending as a result of the Closing, and not any other Pre-Closing Tax Period. If, pursuant to applicable Law, a Transaction Tax Deduction is allocable to any Tax period ending after the Closing Date, the Transaction Tax Benefit related thereto shall nevertheless be for the account of the Sellers. Powerfleet shall, within fifteen (15) days after such amount is realized by an FC Group Entity or Powerfleet or their successors or assigns, pay or cause to be paid to the Agent (for further distribution to the Sellers in accordance with their Allocable Portion), as an increase to the Purchase Price, an amount equal to any Transaction Tax Benefit realized. Notwithstanding anything in this Section 10.11 to the contrary, Transaction Tax Deductions shall be reported in the Pre-Closing Tax Period for U.S. Tax purposes to the extent permitted by Laws at a “more likely than not” or higher level of confidence, and included in Tax Returns that relate to a Pre-Closing Tax Period for U.S. Tax Purposes, and the parties shall apply the safe harbor election set forth in IRS Revenue Procedure 2011-29 with respect to any success-based fees.
(c) Schedule 3.1(e) of the Sellers’ Disclosure Letter is hereby amended to delete the reference to “RRC 6 Inc.” and to amend the Class C-1 Common Shares held by Cxxxxx Xxxxxxx from 3,544 to 22,808 Class C-1 Common Shares.
(d) Schedule 5.12 of the Sellers’ Disclosure Letter attached as Exhibit “A” hereto is hereby added as a new Schedule 5.12 of the Sellers’ Disclosure Letter.
Transaction Tax Benefits. To the extent that the Buyer, the Company or its Subsidiaries, or any of their respective Affiliates recognizes a Transaction Tax Benefit in either of the first two taxable years ending after the Closing Date (excluding the taxable year ending on the Closing Date), the Buyer shall pay the amount of such Transaction Tax Benefits to the Seller as such Transaction Tax Benefits are actually recognized by the Buyer or the Company or its Subsidiaries or any of their respective Affiliates within thirty (30) days of the filing any Tax Return for each such taxable year. For this purpose, a “Transaction Tax Benefit” with respect to a taxable year means the excess of (A) the Taxes that would have been incurred by Buyer, the Company and its Subsidiaries for such year (or portion of such year beginning after the Closing Date), calculated without taking into account the Transaction Tax Deductions, over (B) the actual Taxes incurred by such companies in such year (or portion of such year beginning after the Closing Date), calculated by taking into account such Transaction Tax Deductions for such year and all prior taxable years (to the extent permitted by relevant Tax Law and treating such Transaction Tax Deductions as the last items claimed for any taxable year). Within twenty (20) days after the filing of any Income Tax Return for the first two taxable years ending after the Closing Date (excluding the taxable year ending on the Closing Date) that takes into account any such Transaction Tax Deduction, the Buyer shall deliver to the Seller a schedule setting forth in reasonable detail the amount and calculation of any Transaction Tax Benefit recognized during such taxable year.
Transaction Tax Benefits. Notwithstanding anything to the contrary in this Agreement, the parties agree that the expenses and other costs incurred by the Company in connection with the Contemplated Transactions shall be reported on applicable income Tax Returns as income Tax deductions of the Company, the Surviving Corporation or its Subsidiaries, as applicable, for a Pre-Closing Tax Period and shall not be treated or reported as income Tax deductions for a Post-Closing Tax Period (including under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any comparable or similar provision under state or local Applicable Law) unless otherwise required by Applicable Law. Unless otherwise requested by the Sellers’ Representative, Parent shall cause the Company or the Surviving Corporation, as applicable, to make an election under IRS Revenue Procedure 2011-29 to treat seventy percent (70%) of any success-based fees that were paid by or on behalf of the Company or the Surviving Corporation as an amount that did not facilitate the Merger and therefore as deductible in a Pre-Closing Tax Period for U.S. federal income Tax purposes, unless otherwise required by Applicable Law.
Transaction Tax Benefits. Notwithstanding any other provision of this Agreement, (a) prior to the Closing Date, the Company and its Subsidiaries shall make all income Tax payments, including all estimated income Tax payments, that would be made in the ordinary course of business consistent with past practice or would be required by Legal Requirement, and (b) all such income Tax payments (including estimated income Tax payments) shall be made without taking into account any Transaction Tax Benefits, in each case calculated without regard to any election under Section 7.9.
Transaction Tax Benefits. Buyer will pay to Seller any Transaction Tax Benefit (as defined below) within 10 calendar days of realizing such benefit to the extent any such Transaction Tax Benefits are not included in the calculation of Net Working Capital. For this purpose, a “Transaction Tax Benefit” is any refund of Tax paid with respect to a Pre-Closing Tax Period resulting from the carryback of a Transaction Tax Deduction (and any interest thereon). A Transaction Tax Deduction will be deemed to be realized in a taxable year if, and to the extent that, the Company receives an actual cash refund of Taxes paid as a result of the carry back to a previous taxable year of a Transaction Tax Deduction calculated by the difference, if any, between (i) the actual refund of Taxes of the Company that is available for the Pre-Closing Tax Period and (ii) the refund of Taxes of the Company that would be available for the Pre-Closing Tax Period if the Taxes of the Company for such period were computed without regard to any Transaction Tax Deductions.
Transaction Tax Benefits. To the extent that Purchaser, the Company, any of their Subsidiaries or other Affiliates realizes any Transaction Tax Benefit (other than a Transaction Tax Benefit to the extent actually taken into account in calculating Initial Cash Consideration and the Adjusted Aggregate Initial Cash Consideration, as finally determined), the amount of such Transaction Tax Benefit shall be for the benefit of Sellers. To the extent that any of Purchaser, the Company, any Subsidiary of the Company or any of their Affiliates realizes a Transaction Tax Benefit that, pursuant to this Section 8.8(f), is for the benefit of the Sellers, Purchaser shall within ten (10) days of the filing of the Tax Return reflecting such Transaction Tax Benefit (or to the extent in the form of a refund, receiving the refund from the applicable Governmental Authority), pay to the Sellers’ Representative for distribution to the Sellers the amount of such Transaction Tax Benefit.
