Transaction Tax Benefits definition

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 the sum of

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

• The payment of the any Pre-Closing Tax Refund and/or Transaction Tax Benefits, if any, pursuant to this Section 12.03 shall be treated by all parties for tax purposes as adjustments to the Enterprise Value, to the extent permitted by Law.

• Parent shall pay to the Major Company Stockholders, in accordance with their Pro Rata Shares, an aggregate amount equal to any Transaction Tax Benefits (as defined below) of any member of the Company Group actually realized with respect to any taxable year that is a Post- Closing Tax Period ending on or before December 31, 2028, including the taxable year of Parent that includes the Closing Date, (each such taxable period, a “ Tax Benefit Period”).

• XXX XXX Re: Donated Easement Transaction Tax Benefits and Appraisal Disclosure Form Dear XXX:In order for a donor to claim a federal or state income tax deduction, or state tax credit, the conservation easement must meet the requirements of Internal Revenue Code Section 170 and the accompanying Treasury Department Regulations and any other federal or state requirements.

• As promptly as possible and in any event within 60 calendar days after the Closing Date, the Company will prepare or cause to be prepared, and will provide to the Sellers’ Representative, a written statement setting forth in reasonable detail its proposed final determination of the Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount, the Transaction Tax Benefits and the Closing Debt Amount (the “ Proposed Final Closing Statement ”).

• The Dispute Resolution Auditor’s determination will be based solely on the definitions of Pre-Closing Income Tax Amount, Transaction Tax Benefits, Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein.

More Definitions of Transaction Tax Benefits

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. Section 7.15(a)

Transaction Tax Benefits means the tax benefits realized or expected to be realized related to or triggered by any of the transactions contemplated by this Agreement, prepayment penalties or any other deductions associated with the payoff of any Indebtedness of the Company, payment of Transaction Expenses, employee bonuses, and any other deductions triggered by or related to the transactions contemplated by this Agreement.

Transaction Tax Benefits means certain Tax benefits arising out of payments made or accrued by the Company or its Subsidiaries on or prior to the Closing Date, calculated in the manner set forth in Exhibit 4.4(2), consisting exclusively of (A) payments made or owing to the holders of Vested Options pursuant to Section 4.2 hereof, (B) bonus payments made or owing to employees in connection with the transactions contemplated hereby, to the extent there are any such bonus payments (the "Transaction Bonuses"), and (C) other costs and expenses incurred in connection with the transactions contemplated hereby which are deductible by the Company as expenses for Federal Tax purposes (each a "Transaction-Related Tax Deduction" and collectively the "Transaction-Related Tax Deductions"). The Contingent Expense Amounts shall be included in Transaction Tax Benefits as if they were fully accrued and paid at Closing. Any dispute as to the deductibility of any Transaction-Related Tax Deduction to be included in the calculation of Transaction Tax Benefits shall be referred to and resolved by the Accounting Referee in connection with the determination of Final Net Assets.

Transaction Tax Benefits means the Tax benefits in an amount equal to (i) the aggregate amount of the following payments to be made by the PEP Companies in connection with the transactions contemplated by this Agreement, including (a) the payment of the SERP Amount and any success or change of control bonuses, (b) the payment of the amounts to satisfy the obligations under the Piper Letter, Lincoln Letter and the Management Consulting Agreement, provided that in the case of such payments 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 seventy percent (70%) of such fees, (c) the payment of travel expenses, legal fees, consulting fees, accounting expenses and related expenses in connection with the transactions contemplated by this Agreement (provided that such amount shall be the percentage of such amount set forth on Exhibit B hereto), and (d) unamortized fees and other deferred financing costs in connection with the repayment of the Credit Facilities on the Closing Date multiplied by (ii) an assumed combined marginal federal, state and local income Tax rate of forty percent (40%). An illustrative estimate of the Transaction Tax Benefits is set forth on Exhibit B hereto.

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 Tax benefits in an amount equal to (i) the aggregate amount of Tax Benefit Payments made by the Company and the Subsidiary in connection with the transactions contemplated by this Agreement and that are deductible for U.S. federal income tax purposes, multiplied by (ii) a combined marginal federal, state and local income tax rate of 40% (the “Combined Marginal Rate”), in each case assuming (a) the Company and the Subsidiary can currently fully utilize such Tax benefits against income taxes payable at the Combined Marginal Rate and (b) for state and local income Tax purposes, the Company and the Subsidiary can utilize such Tax benefits at the same time and in the same amounts as such parties can utilize such Tax benefits for U.S. federal income tax purposes; provided, however, that in no case shall the Transaction Tax Benefits exceed $9,000,000.