Common use of Transaction Tax Benefits Clause in Contracts

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. Buyer Without any duplication with any other payment or credit under this Agreement, the Company shall pay to each Seller such Seller’s Pro Rata Percentage of any Transaction Tax Benefit (as defined below) within ten (10) calendar days of realizing such benefit; providedrealized, that any such payment shall be determined net of the amount of any Taxes for which Seller is responsible under this Agreement and costs or expenses (including any amounts related to Taxes payable by the Company Tax) incurred in seeking 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 Periodsecuring such Transaction Tax Benefit. For this purpose, a “Transaction Tax Benefit” is (i) any refund of Tax paid with respect to a Pre-Closing Tax Period or Pre-Closing Straddle Period resulting from the carryback of a Transaction Tax Deduction (and any interest thereon), (ii) any or a reduction in the Company’s or any Subsidiary’s cumulative Liability for Taxes of Tax liability resulting from utilization of a Transaction Tax Deduction and (iiior any net operating loss arising out of a Transaction Tax Deduction) any other refund of Tax paid with respect to in a Pre-Closing Straddle Period or Pre-Closing Tax Period and any interest thereonPeriod. A Transaction Tax Deduction Benefit shall be deemed to be realized in a taxable year period if, and to the extent that, either (1A) the Company or any of its Subsidiaries receives an actual cash refund of Taxes paid as a result of the carry back carryback to a previous taxable year of a Transaction Tax Deduction Deduction, calculated by the difference, if any, between (A1) the actual refund of Taxes of the Company and/or its Subsidiaries that is available for the Pre-Closing Tax Period and (B2) 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 Deductions, or (2B) the Company’s or any Subsidiary’s cumulative Liability liability for Taxes for such taxable yeara Pre-Closing Straddle Period or Pre-Closing Tax Period, calculated by excluding the relevant Transaction Tax Deduction, exceeds the Company’s or any Subsidiary’s actual Liability liability for Taxes for such taxable yearPre-Closing Straddle Period or Pre-Closing Tax Period, calculated by taking into account the relevant Transaction Tax Deduction (treating such Transaction Tax Deduction as the last item claimed for any taxable yearsuch Pre-Closing Straddle Period or Pre-Closing Tax Period). If, at any time following a payment by the Company to each Seller in respect of a Transaction Tax Benefit, the Company reasonably determines, whether as a result of a change in Legal Requirements, an administrative pronouncement, an audit, or otherwise, that the Transaction Tax Benefit giving rise to such payment should be reduced, then the Company shall notify Seller Representative of the amount of such reduction. The amount of any such reduction, plus any amount of interest and penalties imposed by a taxing authority with respect to such reduced amount, shall be satisfied first from the Tax Escrow Amount and if the Tax Escrow Amount is insufficient to satisfy such amount, then (x) directly from Compass for Compass’ Pro Rata Percentage of such amount and (y) with respect to Sellers other than Compass, from the Non-Public Stockholder Indemnification Escrow Amount, and if the Non-Public Stockholder Indemnification Escrow Amount is insufficient to satisfy such amount, then directly from Sellers (other than Compass), severally and not jointly, in the amount of such Seller’s Pro Rata Percentage of such amount.

Transaction Tax Benefits. Buyer Parent shall pay to Seller the Stockholders’ Representative (on behalf of the Securityholders) any Transaction Tax Benefit (as defined below) within ten (10) calendar days Business Days of realizing such benefitbenefit to the extent that such Transaction Tax Benefit is not reflected in the calculation of Closing Working Capital; provided, however, that Parent, the Surviving Corporation or any such payment Affiliate of Parent shall be determined net of the entitled to deduct from such refund or other 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 Stockholders’ Representative the reasonable out-of-pocket expenses incurred by Parent, the Surviving Corporation or such Affiliate of Parent to prepare any amendments to previously filed Tax Returns necessary to obtain such refund or other amount payable to the Shareholder Stockholders’ 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 to the carryback of extent attributable to a Transaction Tax Deduction (including from the carryback of Transaction Tax Deductions) (and any interest thereon), ) and (ii) any reduction in the Company’s or any Subsidiary’s its Subsidiaries’ cumulative Liability 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 thereonresulting from a Transaction Tax Deduction. A Transaction Tax Deduction Benefit shall be deemed to be realized in a taxable year Pre-Closing Tax Period if, and to the extent that, either (1) the Parent, Company or any of its Subsidiaries receives an actual cash a 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 Parent’s, Company’s or any Subsidiary’s its Subsidiaries’ cumulative Liability liability for Taxes for such taxable year, calculated by excluding the relevant Transaction Tax Deduction, exceeds the Parent’s, Company’s or any Subsidiary’s its Subsidiaries’ actual Liability 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. Buyer shall Without duplication of Section 10.01(b)(i), Parent will pay in cash as Merger Consideration to Seller the Exchange Agent for distribution to the Stockholders and to the Surviving Corporation as Option Consideration Cash for distribution to the Optionholders (net of the amount, if any, required to be withheld under applicable Tax law with respect to such payment) on a pro rata basis consistent with Section 2.11 any Transaction Tax Benefit (as defined below) ), or any portion thereof, within ten (10) calendar 30 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 PeriodTransaction Tax Benefit. For purposes of this purposeAgreement, a “Transaction Tax Benefit” is (i) any refund reduction in Parent’s, the Surviving Corporation’s or any of Tax paid their Subsidiaries’ or Affiliates’ liability for Taxes with respect to any taxable period that includes the Closing Date (any such period, a Pre-Closing Tax Period resulting from the carryback of a Transaction Tax Deduction (and any interest thereon), (ii“Benefit Period”) 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 or Pre-Closing Tax Period Item, as applicable; and for this purpose, a reduction in Parent’s, the Surviving Corporation’s or any interest thereon. A of their Subsidiaries’ or Affiliates’ liability for Taxes will be deemed to result from a Transaction Tax Deduction shall be deemed to be realized in a taxable year or Pre-Closing Tax Item if, when, and to the extent that, either (1) that Parent’s or the Company Surviving Corporation’s 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 their Subsidiaries’ liability for Taxes for such taxable yearthe applicable Taxable period, calculated by excluding the relevant Transaction Tax DeductionDeductions or Pre-Closing Tax Items, exceeds Parent’s or the CompanySurviving Corporation’s or any Subsidiary’s of their Subsidiaries’ or Affiliates’ actual Liability liability for Taxes for such taxable yearTaxable period, calculated by taking into account respectively. A Transaction Tax Benefit will be deemed to be realized if, when, and to the relevant extent that (A) either Parent or the Surviving Corporation or any of their Subsidiaries or Affiliates, as applicable, receives in cash a refund, credit, or other return of Taxes paid in respect of the Benefit Period that results from a Transaction Tax Deduction or a Pre-Closing Tax Item, or (treating such B) a Tax Return is filed by Parent, the Surviving Corporation, or any of their Subsidiaries or Affiliates, for the Benefit Period with respect to which an actual reduction in cash Tax liability of the Parent, Surviving Corporation, or any Subsidiary or Affiliate results, directly or indirectly, from a Transaction Tax Deduction as the last item claimed for any taxable yearor a Pre-Closing Tax Item. The Transaction Tax Benefits to which this Section 10.01(b)(ii) applies are provided on Schedule 10.01(b)(ii).

Transaction Tax Benefits. Buyer shall pay to Seller (a) To the extent any Acquired Company (a “TTB Recipient”) recognizes a Transaction Tax Benefit with respect to the Current Pre-Closing Period, a Straddle Period or any other Tax period as a result of any Section 2.7 Payable Amounts, the payment of the Company Transaction Expenses or any acceleration of deferred financing costs and any prepayment premiums payable in connection with the repayment of all Closing Debt, Parent shall promptly (as defined belowbut in any event no later than 10 Business Days following recognition) within ten (10) calendar days of realizing such benefit; provided, that any such payment shall be determined net of pay 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 such Transaction Tax Benefit to the Company Shareholders or Equityholder Representative for the Shareholder Representative; provided, further, that Buyer’s obligations under this Section 9.09(b) shall terminate upon the expiration benefit of the Extended Survival PeriodEquityholders as such Transaction Tax Benefit is recognized by such TTB Recipient. For this purpose, (i) a “Transaction Tax Benefit” is (i) any refund of Tax paid means, with respect to a Pre-Closing Tax Period resulting from period, the carryback excess (if any) of a (A) such TTB Recipient’s cumulative liability for Taxes with respect to such Tax period, calculated by excluding any Tax deductions attributable to the payment of any Section 2.7 Payable Amounts, the Company Transaction Tax Deduction (Expenses or any acceleration of deferred financing costs and any interest thereonprepayment premiums payable in connection with the repayment of all Closing Debt (“Tax Assets”), over (B) such TTB Recipient’s cumulative liability for Taxes with respect to such Tax period, calculated by taking into account any Tax Assets (to the extent permitted by relevant Tax Law); (ii) all Tax Assets (other than any reduction in Tax Asset attributable to the Company’s or any Subsidiary’s cumulative Liability release of the Escrow Fund to the Equityholder Representative pursuant to the Escrow Agreement) shall be reported on the applicable Tax Return solely as Tax deductions of the applicable Acquired Company 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 shall not be treated or reported as Tax deductions for a Post-Closing Tax Period (including under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any interest thereon. A Transaction Tax Deduction comparable or similar provision under state, local or foreign Law), unless otherwise required by applicable Law, and (iii) a TTB Recipient 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 recognize a Transaction Tax Deduction calculated by the differenceBenefit upon, if any, between (A) the actual a Tax 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 payable in connection with such Transaction Tax Deduction as Benefit, the last item claimed for any taxable year)receipt by the TTB Recipient of Tax refunds pursuant Sections 2.9(b) or (c) or, if no such refund is payable, the filing of a Tax Return with respect to the applicable Tax period utilizing the Tax Assets.