Tax Deductions means the aggregate amount of any income Tax deductions attributable to (a) the Transaction Expenses, (b) any business interest deduction carryforward pursuant to Section 163(j)(2) of the Code, and (c) any “net operating loss” within the meaning of Section 172(c) of the Code (or any similar provision of state, local or foreign Law) of the Company with respect to any Pre-Closing Tax Period that is not attributable to any of the other subclauses in this defined term and is available to be carried forward to any Tax year or period (or portion thereof) of Acquirer or its Affiliates (including the Company after the Closing Date) beginning after the Closing Date.
Tax Deductions means the aggregate of amount of: (a) the Option Consideration; (b) the portion of the Holdback Amount attributable to the Options; (c) Selling Expenses to the extent deductible for income Tax purposes and (d) the capitalized financing costs and expenses that become deductible in any Pre-Closing Tax Period by the Company or any Subsidiary for income Tax purposes as a result of the satisfaction of the Closing Date Repayment Indebtedness on the Closing Date.
Tax Deductions means the total amount of the tax deductions allocated to the Class A Common Members in respect of the items of Depreciation allocated to the Class A Common Members pursuant to Section 6.3.7(g) for the Allocation Periods ending prior to the Class C Common Change Date, and -42- 57
Examples of Tax Deductions in a sentence
For clarity, the Payee alone shall be responsible for paying to the appropriate Tax Authority all Taxes (other than any Tax Deductions required by Applicable Law) levied on account of, or measured in whole or in part by reference to, any payments the Payee is entitled to receive.
All amounts payable by one Party (the “Payor”) to another (the “Payee”) pursuant to this Agreement shall be paid by the Payor without any Tax Deductions unless the Payor is required to make a Tax Deduction by Applicable Law.
The Pre-Closing Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries unless otherwise required by applicable Law, provided that all Transaction Tax Deductions shall be reflected on such Pre-Closing Tax Returns as deductions in Pre-Closing Tax Periods to the extent permitted by applicable Law (at a “more likely than not” or higher level of confidence) and a safe-harbor election under Rev.
More Definitions of Tax Deductions
Tax Deductions means, to the extent deductible under applicable Law, the sum of all items of loss or deduction for income Tax purposes resulting from or attributable to: (a) the Option Consideration; (b) the Selling Expenses; and (c) the satisfaction of the Company Debt on the Closing Date.
Tax Deductions has the meaning given in Clause 4.8;
Tax Deductions is defined in Section 11.04.
Tax Deductions means any deduction or withholding for or on account of Tax.
Tax Deductions means any item of loss or deduction resulting from or attributable to (a) transaction bonuses, change-in-control payments, severance payments, retention payments or similar payments made to employees or other service providers of the Company or any of its Subsidiaries, including the Change of Control Payments; (b) the fees, expenses and interest incurred by the Company or any of its Subsidiaries with respect to the payment of any Indebtedness, including the Indebtedness Discharge Amount; (c) the Transaction Expenses; and (d) the amount of any deduction for federal income Tax purposes as a result of the exercise or payment for cancellation of employee or other compensatory options, including as a result of cancellation payments made in respect of the Options pursuant to this Agreement, in each case, arising in connection with the transactions contemplated by this Agreement.
Tax Deductions means any item of loss or deduction resulting from or attributable to (i) transaction bonuses, changes-in-control payments, severance payments, retention payments or similar payments made to employees or other service providers of the Company or any of its Subsidiaries, including but not limited to the Change-in-Control Payments; (ii) the fees, expenses and interest incurred by the Company or any Subsidiary with respect to the payment of any Indebtedness, including the Closing Indebtedness Amount; (iii) the amount of investment banking, legal and accounting fees and expenses paid or payable by the Company or any of its Subsidiaries; and (iv) the amount of any deduction for federal income Tax purposes as a result of the exercise or payment for cancellation of employee or other compensatory options arising in connection with the transactions contemplated by this Agreement and as determined by Sellers in good faith, including but not limited to as a result of the Option Cancellation Payments.
Tax Deductions means the amount of income Tax deductions of the Company and the Subsidiaries equal to the sum of (i) the unamortized borrowing and other costs of the Company and Subsidiaries that become deductible by reason of the transactions contemplated herein, and (ii) the amounts payable with respect to the agreements and arrangements set forth on SCHEDULE 1.