Examples of Transaction Tax Benefit in a sentence
The Buyer shall prepare and submit to the Seller within five (5) days after the filing of any Tax Return for a Post-Closing Tax Period a schedule (along with all back-up calculations) setting forth the Transaction Tax Benefit calculation for Seller’s review, comment, and consent.
The Buyer and/or the Company and its Affiliates shall pay to the Seller any Transaction Tax Benefit (as defined below) realized.
The Buyer and/or the Company and its Affiliates shall timely and properly deliver all such documents, forms and other information as Seller may reasonably request which relate to the calculation of the Transaction Tax Benefit amount.
Without duplication, the Buyer will, within ten (10) days after filing any Tax Return for a Post-Closing Tax Period, forward to the Seller the amount of any Transaction Tax Benefit realized by the Buyer or any of its Affiliates (including the Company); provided, however, that if any Transaction Tax Benefit forwarded to Seller is later successfully challenged by the IRS, Seller shall promptly repay such amount to Buyer.
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.