Transaction Tax Deductions. Buyer will pay to Sellers’ Representative (on behalf of Sellers) (to the account (or allocated among accounts) as designated by the Seller’s Representative in writing) the amount of any federal and state income Tax benefit actually realized in a Post-Closing Tax Period or Post-Closing Straddle Period by the consolidated group that includes the Company or its Subsidiaries attributable to any Transaction Tax Deduction NOL within forty-five (45) days after the date the final U.S. federal income tax return for such taxable period is filed for each applicable year (the “Report Date”). A Tax benefit will be deemed actually realized in a taxable period for purposes of this Section 6(d)(viii) if there is an actual reduction in the U.S. federal income Tax liability of the consolidated group that includes the Company or its Subsidiaries in such taxable period attributable to the Transaction Tax Deduction NOL (determined on a “with and without basis”); provided that the Company and its Subsidiaries shall be deemed to recognize all other items of income, gain, loss, deduction or credit that the Company and its Subsidiaries are entitled to use under applicable Law before recognizing any Transaction Tax Deduction NOL; provided further that for purposes of this Section 6(d)(viii), the amount of Tax benefit actually realized by the Company or its Subsidiaries for state Tax purposes in any Tax year shall be deemed to equal 3.5% times the amount of the Transaction Tax Deduction NOL utilized in such Tax year. Notwithstanding anything in this Agreement to the contrary, no payments will be required to be made pursuant to this Section 6(d)(viii) with respect to any income Tax benefit attributable to the Transaction Tax Deduction NOL that is actually realized after the fifth anniversary of the Closing Date. For the avoidance of doubt, no payments shall be required to be made pursuant to this Section 6(d)(viii) with respect to any Tax benefit that is actually realized in, or reduces a Tax liability with respect to, a Pre-Closing Tax Period or a Pre-Closing Straddle Period. On each Report Date (whether or not a payment is due), Buyer shall submit to the Sellers’ Representative a summary of the federal and state taxable income of the consolidated group that includes the Company or its Subsidiaries with and without taking into account the Transaction Tax Deduction NOL, together with a written statement by a senior tax officer of Buyer that such calculation is accurate and correct an...
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. 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. 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 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. 7.7.5
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.
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 6.2(b) hereof 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.
Transaction Tax Deductions. To the extent permitted by Law, any and all deductions related to (A) expenses with respect to Indebtedness being paid by or on behalf of Target in connection with the Closing, and (B) all Transaction Expenses and payments that are paid by or on behalf of Target prior to or in connection with the Closing and deductible by Target for Tax purposes, including Transaction Expenses and other fees and expenses of legal counsel, accountants, investment bankers and Sellers’ Representative (such deduction described in clauses (A) and (B), the “Transaction Tax Deductions”) shall be treated for Income Tax purposes as having been incurred by Target in, and reflected as a deduction on the Income Tax Returns of Target for, the taxable period or portion thereof ending on the Closing Date.
Transaction Tax Deductions. For purposes of determining the Final Purchase Price, the parties to this Agreement shall, to the extent permitted by Law (at a “more likely than not” or higher level of comfort), allocate any Tax deductions related to the Company Transaction Expenses to the Pre-Closing Tax Period and shall apply the 70% safe harbor election under Revenue Procedure 2011-29 to any “success-based fees”. Section 6.3.
Transaction Tax Deductions. Any and all income Tax deductions related to (A) any bonuses paid on or prior to the Closing Date in connection with the transactions contemplated hereby, (B) expenses with respect to Indebtedness being paid in connection with the Closing, and (C) all Transaction Expenses and payments that are deductible for Tax purposes, and other fees and expenses of legal counsel, accountants, investment bankers (such deductions described in clauses (A) through (C), the “Transaction Tax Deductions”) shall be claimed in a Pre-Closing Tax Period (or, if any Transaction Tax Deductions are reportable in a Straddle Period, will be deemed to have accrued in the pre-Closing portion of such Straddle Period), to the extent permitted by applicable Law at a “more likely than not” or higher level of support, and no party hereto shall apply the “next day rule” under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to such deductions. The election under Revenue Procedure 2011-29, 2011-18 I.R.B. 746, to apply the 70% safe harbor to any “success based fee” as defined in Treasury Regulation Section 1.263(a)-5(f) incurred in connection with the transactions contemplated by this Agreement shall be made for U.S. federal income tax purposes (and any similar election shall be made for non-U.S., state, and local income tax purposes where applicable). For the avoidance of doubt, the parties agree that 70% of any success-based fees are deductible for U.S. federal income tax purposes pursuant to Revenue Procedure 2011-29, 2011-18 IRB and are included in the calculation of Transaction Tax Deductions.
