Transaction Deductions means with respect to the Company, the sum of all items of loss or deduction for U.S. federal, state and local income tax purposes, resulting from or attributable to (a) the Option Deductions, (b) bonuses paid or accrued as of the Closing Date and (c) the payment of legal, accounting, investment banking and other fees and expenses of the Company incurred in connection with the transactions contemplated hereby including, without limitation, the Transaction Expenses.
Transaction Deductions means the sum of all items of loss or deduction for U.S. federal income tax purposes resulting from or attributable to (a) the payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies (but not of Buyer) in connection with the transactions contemplated hereby, including the Seller Transaction Expenses and (b) any other payment contemplated by this Agreement that is in the nature of compensation for U.S. federal income tax purposes.
Transaction Deductions means all Tax deductions available to any Owner or Acquired Company as a result of or in connection with the Transactions (including deductions related to repayment of Indebtedness, the payment of Transaction Expenses and payments of amounts that would have been Transaction Expenses but for the fact that they were paid prior to the Second Closing, and the payment of any fees or other costs and expenses associated with the Transactions) to the extent that such items or expenses are economically borne by such Owner or Acquired Company before the applicable Closing.
Examples of Transaction Deductions in a sentence
Each Pre-Closing Flow-Through Tax Return shall be prepared in accordance with the past practice of the Company and the Company Subsidiary, unless otherwise required by Law, and in accordance with the provisions of this Agreement, and such Pre-Closing Flow-Through Tax Returns shall report the Transaction Deductions in a Pre-Closing Tax Period to the extent permitted by applicable Law on a “more likely than not” basis.
The Transaction Deductions described in clause (y) shall be computed consistent with the safe harbor for treating success-based fees pursuant to Revenue Procedure 2011-29, 2011-18 I.R.B. 746 in lieu of maintaining the documentation required by Treasury Regulations Section 1.263(a)-5(f).
Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.
At least five (5) days prior to the due date of the related Tax Return, Seller shall pay to Buyer Seller’s share of Taxes under this Agreement (calculated without regard to any Transaction Deductions), including those allocable under Section 6.5(b).
Any Transaction Deductions shall be reflected as a deduction in the portion of any Straddle Period ending at the end of the Closing Date.
More Definitions of Transaction Deductions
Transaction Deductions means all items of loss, deduction or credit resulting from or attributable to (x) the repayment at or prior to Closing of Indebtedness of the Company and the payment at or prior to Closing of any related fees, expenses or interest, and (y) Third Party Expenses. The Transaction Deductions described in clause (y) shall be computed consistent with the safe harbor for treating success-based fees pursuant to Revenue Procedure 2011-29, 2011-18 I.R.B. 746 in lieu of maintaining the documentation required by Treas. Reg. §1.263(a)-5(f).
Transaction Deductions means, without duplication and to the extent “more likely than not” deductible by the Target Companies under applicable Income Tax Law, all income Tax losses, deductions, expenses and similar items deductible by the Target Companies and arising as a result of, in connection with the Transactions, including losses, deductions, expenses related to: (i) the vesting or exercise of, or payments with respect to, any equity-based compensation arrangements; (ii) the payment of any change in control or stay bonuses, or similar compensatory amounts, to employees or other service providers to any Target Company; (iii) the acceleration of deferred financing fees related to the repayment of Indebtedness; and (iv) the payment of any fees or other expenses in connection with the Transactions that are not required to be capitalized (including Transaction Expenses; provided that 70% of any “success based fees” as defined in Revenue Procedure 2011-29 will be included for this purpose).
Transaction Deductions as defined in Section 6.9(c).
Transaction Deductions means all Tax losses, deductions, expenses or similar items incurred or deductible by the Company as a result of, in connection with or in anticipation of the transactions contemplated by this Agreement, including losses, deductions and expenses related to: (i) the payment of any change in control or stay bonuses, or similar compensatory amounts, to employees or other service providers to the Company; (ii) the acceleration of deferred financing fees related to the repayment of Indebtedness; and (iii) the payment of any fees or other expenses associated with the transactions contemplated by this Agreement that are not required to be capitalized, including fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors, service providers and third-party fees and expenses paid or payable by the Company (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the transactions contemplated by this Agreement.
Transaction Deductions means all deductions or expenses incurred by any Acquired Company as a result of or in connection with the transactions contemplated by this Agreement (including deductions related to repayment of Specified Indebtedness, the payment of any bonus or similar payments in whole or in part included in the Transaction Expenses as a result of the consummation of the transactions contemplated by this Agreement (but excluding any “double trigger” payment obligations or obligations arising as a result of any Contract or Employee Plan following the date hereof, and the Share Appreciation Agreement and/or any social and fringe benefits derived thereto payment of other Transaction Expenses and the payment of any fees or other costs and expenses associated with the transactions contemplated by this Agreement).
Transaction Deductions means any income Tax deductions that would result from or be attributable to the transactions contemplated by this Agreement or that were incurred in connection with this Agreement and the transactions contemplated hereby, including: (a) the write-off of deferred financing fees, costs and expenses; (b) the payment of any transaction related fees, costs or expenses, including fees and disbursements of counsel, financial advisors, brokers, finders, investment bankers and accountants; and (c) the payment of Indebtedness or similar amounts. The Member Representative’s reasonable determination of the amount of each such item referred to in the preceding sentence shall be conclusive for purposes of this Agreement.
Transaction Deductions means the sum of all items of loss or deduction for U.S. or Canadian federal income tax purposes, as applicable, resulting from or attributable to (a) the repayment of Indebtedness at Closing or as contemplated by this Agreement, including without limitation any prepayment penalties and deductions for unamortized debt issuance costs, (b) the payment of legal, financial advisory, accounting and other fees and expenses of the Company and any Company Subsidiary (but not of Buyer) in connection with the transactions contemplated hereby, including without limitation the Transaction Expenses, (c) any cash payment that is due and payable by the Company or any Company Subsidiary to any current or former officer, director or employee of the Company or any Company Subsidiary as a result of the consummation of the change of control transactions contemplated by this Agreement, including without limitation the Change of Control Payments and (d) any other portion of the Purchase Price that is in the nature of compensation for U.S. federal income tax purposes.