Transaction Tax Benefits means any reduction in amounts paid in cash with respect to Taxes for a Post-Closing Tax Period (including by way of any Tax refund (including by reason of estimated Taxes) or any Tax credit (received in lieu of a refund) of the Buyer or its Affiliates (including the Company)) resulting from a Transaction Tax Deduction or a carryback or carryforward thereof, determined on a “with or without” basis.
Transaction Tax Benefits means an amount equal to twenty six percent (26%) of the aggregate amount of any Tax deductions that will be available to the Company, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date relating to: (a) any pay down or satisfaction of the Closing Debt Amount; (b) the payment of Transaction Expenses; (c) the aggregate payment of the Per Option Closing Consideration and the Per Share/Option Additional Consideration in respect of the Vested Options; and (d) any other deductible payments attributable to the Contemplated Transactions economically borne by the Sellers.
Examples of Transaction Tax Benefits in a sentence
In the event Purchaser takes or permits any such action without the Sellers' Representative's express written consent, the Sellers shall have no liability in respect of any liability for Taxes arising in connection therewith and shall be entitled to receive all direct or indirect payments related to the Transaction Tax Benefits or Creditable Tax Refunds to which Sellers otherwise would have been entitled had such action not been taken.
The determination of Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount, the Transaction Tax Benefits and the Closing Debt Amount reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Policies (to the extent applicable by the terms of the Accounting Policies or the definitions set forth herein).
The determination of the Closing Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price reflected on the Proposed Final Closing Statement shall be prepared in accordance with the definitions thereof and the Accounting Policies.
Notwithstanding the foregoing, after the Escrow Fund Release Date, Purchaser shall, instead of making a Tax Benefit Deposit, deliver to the Sellers' Representative all realized Transaction Tax Benefits, subject to subsection (ii) above (after filling, and giving effect to, the Tax Benefit Basket even after the Escrow Fund Release Date), or Creditable Tax Refunds.
The Sellers' Representative shall distribute any Transaction Tax Benefits, Creditable Tax Refunds, Refund Reimbursements or Excess Payments to the Sellers ratably according to their respective Ownership Percentages.
More Definitions of Transaction Tax Benefits
Transaction Tax Benefits. Section 7.15(a)
Transaction Tax Benefits means any tax deductions and/or other tax benefits resulting from the transactions contemplated hereby (including, without limitation, tax deductions and other tax benefits arising in connection with or as a result of (i) the Bonus Compensation Plan, (ii) any Company Expenses, (iii) repayment of Debt (including, without limitation, repayment of amounts payable pursuant to clause (k) of the definition of “Debt”) in connection with the transactions contemplated hereby, (iv) any transaction fees related to the recapitalization of the Company and/or its Subsidiaries by the Stockholder Representative and its Affiliates in 1998, and (v) any write-off of any land use rights of the Company or any of its Subsidiaries).
Transaction Tax Benefits means any income Tax benefit arising from or relating to the exercise or settlement of Options or Warrants, or any other compensatory acts or activities taken outside of the ordinary course of business in connection with or in anticipation of the Contemplated Transactions.
Transaction Tax Benefits means any federal, state and local income tax benefits attributable to deductions or expenses incurred by the Company or any of its Subsidiaries and that will be realized on the Company's final Tax Return, as a result of or in connection with the transactions contemplated by this Agreement (including, without limitation, deductions related to the cash-out, exercise or cancellation of any options, to holders of Company Stock Options pursuant to Section 2.01(e) hereof and the payment of any fees or other costs and expenses associated with the transaction contemplated hereby) and any write-off of expenses incurred in connection with Net Indebtedness for Borrowed Money paid off on the Closing Date. "Transfer Taxes" means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Body in connection with the transactions contemplated by this Agreement, including, without limitation, any payments made in lieu of any such Taxes or governmental charges, which become payable in connection with the transactions contemplated by this Agreement. "Working Capital" Section 2.01(h) "Working Capital Escrow Agreement" Section 2.01(g) "Working Capital Escrow Amount" Section 2.01(g)
Transaction Tax Benefits means all Tax deductions, Tax refund receivables, reduction in Tax liabilities and other Tax benefits for the Company and its Subsidiaries related to the transactions contemplated hereby as may be related to the payment of any portion of Indebtedness Payoff Amount, the write-off of deferred financing costs, Sellers' Expenses, or to the cancellation of Warrants, as described under Transaction Tax Benefits set forth on Section 12.01 of the Disclosure Schedules (it being understood that the amounts set forth on Section 12.01 of the Disclosure Schedules are subject to adjustment).
Transaction Tax Benefits means the product of (i) the aggregate amount of the following payments to be made by the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement that are, more likely than not, deductible for U.S. federal income Tax purposes (such deductions, the “Transaction Tax Deductions”): (A) payments for any non-qualified options or stock appreciation rights, (B) Seller Transaction Expenses paid by the Company or any of its Subsidiaries, and (C) all unamortized fees and other deferred financing costs in connection with the repayment of Indebtedness on the Closing Date multiplied by (ii) thirty-nine percent (39%); provided, that the amount of the Transaction Tax Benefits shall be computed assuming that an election was made under Revenue Procedure 2011-29 to treat seventy percent (70%) of any such amounts that are success-based fees, within the meaning of Treasury Regulation Section 1.263(a)-5(f) and Revenue Procedure 2011-29, as an amount that does not facilitate the transactions contemplated by this Agreement.
Transaction Tax Benefits means an amount equal to the product of (i) 24% and (ii) an amount equal to, without duplication, the aggregate amount of (a) any amounts included within the definition of Company Transaction Expenses that are deductible for U.S. federal Income Tax purposes (which shall be determined inclusive of any amounts paid prior to the Effective Time that would have been Company Transaction Expenses if they were unpaid as of the Effective Time, provided that in the case of payments under the CapM Letter, Centerview Letter and Xxxxxx Xxxxxxx Letter which constitute success based fees as defined in Treasury Regulation Section 1.263(a)-5(f) and Revenue Procedure 2011-29, 2011-18 I.R.B., such amount will be determined using the seventy percent (70%) safe harbor provided in such Revenue Procedure), (b) an amount equal to the sum of (A) an amount equal to (i) the product of (x) the Per Share Closing Merger Consideration multiplied by (y) the total amount of all Vested Options minus (ii) the sum of the exercise prices of all Vested Options plus (B) 80% multiplied by an amount equal to (i) the product of (x) the Per Share Closing Merger Consideration multiplied by (y) the total amount of all Unvested Time Options minus (ii) the aggregate exercise price of all Unvested Time Options (for the avoidance of doubt, without regard to whether any such amounts, including any portion reflecting a Restricted Cash Award, remain unvested or unpaid at or around the Closing Date), and (c) unamortized fees and other deferred financing costs related to the repayment of the Credit Facility on the Closing Date, taking into account Section 163(j) of the Code, to the extent applicable; in each case determined in a manner consistent with the illustrative example of the Transaction Tax Benefits set forth on Exhibit C hereto.