Transaction Tax Deductions. (a) As promptly as possible, and in any event within twenty-one (21) calendar days following the date hereof, the Company shall prepare in good faith and provide Buyer with a draft schedule of the Transaction Tax Deductions that the Company proposes to be taken into account in the calculation of the Accrued Income Tax Amount (which schedule shall include the entity that is expected to be entitled to the deduction, and an estimate of the amount thereof) (the “Draft TTD Schedule”), together with any supporting documentation that Buyer may reasonably request. The parties agree that only items of expense or loss that are “more likely than not” deductible by Supreme Cabinetry Brands, Inc. or its Subsidiaries in a pre-Closing Tax period shall be included for this purpose. Buyer may, within five (5) Business Days after receipt of the Draft TTD Schedule, deliver written notice to the Company if it disagrees in good faith with any item thereon. In the event the Buyer delivers such written notice within such period, the disputed item(s) shall promptly be submitted to the Accounting Referee for resolution in accordance with the procedures set forth in Section 2.05, mutatis mutandis; provided that the parties shall simultaneously work together in good faith to reach agreement on the disputed items, and in the event the parties are able to reach such agreement within ten (10) days following Buyer’s delivery of notice, such agreement shall be binding (and the Accounting Referee shall not resolve such disputed item). The parties agree that only items of expense or loss that are agreed upon by the parties, or that the Accounting Referee has determined are deductible at a “more likely than not” standard by the applicable entity, shall be taken into account in calculating the Accrued Income Tax Amount for purposes of determining Indebtedness in the Closing Statement and the Final Purchase Price. To the extent a dispute is ongoing at the time the Estimated Closing Statement is delivered to Buyer pursuant to Section 2.05, the Company shall include an amount of estimated Indebtedness in the Estimated Closing Statement that reflects the amounts in the Draft TTD Schedule, adjusted as appropriate by the Company after taking into account any amounts of Transaction Tax Deductions actually agreed between Buyer and the Seller Representative in accordance with this Section 7.07 on or prior to that time. The parties hereto further agree that the amount of Transaction Tax Deductions sha...
Transaction Tax Deductions. The parties hereby acknowledge and agree that the Transaction Tax Deductions shall be for the sole benefit of the Sellers, shall be allocated to a Pre-Closing Tax Period, and except as otherwise required by applicable Laws, shall be claimed in a Pre-Closing Tax Period. The parties hereby agree to (a) prepare and file all Tax Returns consistent with the preceding sentence and (b) not take a position on any Tax Return or in any administrative or judicial proceeding inconsistent with the Sellers’ entitlement to the benefit of the Transaction Tax Deductions.
Transaction Tax Deductions. To the extent permitted under applicable Law, including for purposes of determining the Transaction Tax Deductions and preparing U.S. federal and applicable state and local income Tax Returns described in this Section 7.7, the Parties shall treat any Transaction Tax Deductions as deductible in a Pre-Closing Tax Period (including the portion of any Straddle Period ending on the Closing Date) and shall not apply the "next day rule" under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to such Transaction Tax Deductions.
Transaction Tax Deductions. (i) Any liability for, or refund of, Income Taxes attributable to a Pre-Closing Tax Period shall be determined by taking into account all Transaction Tax Deductions properly deductible in a Pre-Closing Tax Period (assuming, for this purpose, that the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) is not applicable to any Transaction Tax Deduction, and, unless otherwise determined by Sellers, that the safe harbor election provided for in IRS Revenue Procedure 2011-29 is made with respect to any Transaction Tax Deduction that constitutes a “success-based fee”).
(ii) Buyer shall pay to the Sellers an amount equal to any Future Transaction Tax Benefit (as defined below) within fifteen (15) Business Days following the earlier of making any reduced Tax payment with respect to any Income Tax Return (but not including for this purpose any Tax Return relating to payments of estimated Taxes) or the receipt of any Income Tax refund in cash that is attributable to such Future Transaction Tax Benefit. For this purpose, a “Future Transaction Tax Benefit” is any refund of Income Tax or any reduction in the cumulative Income Tax liability of Buyer, the Company or any GMS Entity that is attributable to a carryforward (or carryback) of a net operating loss or other Tax attribute resulting from a Transaction Tax Deduction. The amount of such refund or reduction for any taxable period shall equal the amount by which the hypothetical Income Tax liability of Buyer, the Company and any other GMS Entity, calculated by excluding all Transaction Tax Deductions, exceeds the actual Income Tax liability of Buyer, the Company and its Subsidiaries for such taxable period, treating all Transaction Tax Deductions (and any net operating loss attributable thereto) as the last items claimed for any taxable period (i.e., such refund or reduction shall be calculated using a “with and without methodology”). The amount of such reduction or refund shall take into account the deductibility of state and local income Taxes for U.S. federal income tax purposes and other offsetting costs. Buyer shall, and as applicable shall cause the Company and its Subsidiaries to, prepare all Income Tax Returns in good faith at or before the time and in the same manner that it would have filed such Income Tax Returns absent the provisions of this Section 6.9(c)(ii). Notwithstanding the foregoing, Buyer shall not be required to cause any payments to be made with respect to Future Tra...
Transaction Tax Deductions. Notwithstanding anything to the contrary, any Transaction Tax Deduction shall be reflected in the Tax Returns of the Acquired Companies in Tax periods or portions of Tax periods ending on or before the Closing Date, in each case to the extent allowed by applicable Law.
Transaction Tax Deductions. (i) All Transaction Tax Deductions paid or accrued on or before the Closing Date shall be treated as being incurred in a Pre-Closing Taxable Period and Buyer shall include the Transaction Tax Deductions to the extent permitted by applicable Law on the Tax Returns it is required to file pursuant to Section 6.02(b)(i) and no Party shall utilize the “next day rule” in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of non-U.S., state, or local Law) for purposes of reporting such items on the applicable Tax Returns.
(ii) All Tax Reductions relating to a Pre-Closing Taxable Period as a result of or attributable to the Transaction Tax Deductions shall be for the sole benefit of Sellers. To the extent that Buyer or the Company or any of its Subsidiaries receives or realizes a Tax Reduction that is for the benefit of Sellers pursuant to this Section 6.02(e)(ii), Buyer shall within thirty (30) Business Days of receiving such Tax Reduction (if it is in the form of a Tax refund), or filing the Tax Return realizing the Tax Reduction (if it is in the form of a Tax credit, offset or reduction in cash Taxes paid) pay to Sellers the amount of such Tax Reduction (with each Seller receiving an amount equal to the amount of such Tax Reduction multiplied by such Seller's Ownership Percentage), but only to the extent that such Tax Reduction is not included as an asset for purposes of computing the Closing Purchase Price, as finally determined.
(iii) To the extent that Buyer or the Company or any of its Subsidiaries realizes any Tax Reduction in a Post-Closing Taxable Period as a result of or attributable to any Transaction Tax Deductions (including as a result of utilizing any net operating loss or other Tax attribute that was created as a result of the Transaction Tax Deductions), Buyer shall, within thirty (30) days of receiving such Tax Reduction (if it is in the form of a Tax refund), or filing the Tax Return realizing the Tax Reduction (if it is in the form of a Tax credit, offset or reduction in cash Taxes paid), pay to Sellers the amount of such Tax Reduction (with each Seller receiving an amount equal to the amount of such Tax Reduction multiplied by such Seller's Ownership Percentage), but only to the extent that such Tax Reduction is not included as an asset for purposes of computing the Closing Working Capital, as finally determined.
(iv) All Tax Reductions computed under Section 6.02(e)(ii) and Section 6.02(e)(iii) shall be computed ass...
Transaction Tax Deductions. For all purposes of this Agreement, the parties hereto agree that the Transaction Tax Deductions shall be reported as deductible for Income Tax purposes in a Pre-Closing Tax Period to the extent permitted by Law at a “more likely than not” (or greater) level of comfort.
Transaction Tax Deductions. Notwithstanding anything contained in this Agreement to the contrary, Transaction Tax Deductions shall be deducted in a Pre-Closing Period to the maximum extent permitted by applicable Law.
Transaction Tax Deductions. The parties agree that any Transaction Tax Deductions shall be reported as deductions of the Company or the applicable Company Subsidiary, as the case may be, in a Pre-Closing Tax Period to the maximum extent permitted under applicable Law.
Transaction Tax Deductions. To the maximum extent permitted by applicable Law at a “more likely than not” or higher level of comfort, (A) all Transaction Tax Deductions shall be reported in the Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods), and (B) seventy percent (70%) of all success-based fees, as defined in Treasury Regulation Section 1.263(a)-5(f), paid by any of the Acquired Companies shall be treated as deductible in accordance with Revenue Procedure 2011-29, 2011-18 I.R.B. 746.
