Transaction Tax Deduction means to the extent deductible for applicable Income Tax purposes (taking into account the safe harbor in IRS Revenue Procedure 2011-29 to the extent applicable), as reasonably determined by the Member Representative, the amount of any Transaction Expenses and any other transaction costs incurred by an Acquired Entity or any of its Subsidiaries in connection with, or triggered by, the Transactions.
Transaction Tax Deduction has the meaning set forth in Section 7.4(c).
Transaction Tax Deduction means any income Tax deduction arising from (x) any bonuses paid on or prior to the Closing Date or options exercised or deemed exercised on or prior to the Closing Date in each case in connection with the transactions contemplated hereby, including without limitation payments of the Option Consideration, (y) expenses with respect to Indebtedness being paid in connection with the Closing and (z) all Selling Expenses that are properly deductible for Tax purposes.
Examples of Transaction Tax Deduction in a sentence
On each Report Date (whether or not a payment is due), Buyer shall submit to the Sellers’ Representative a summary of the federal and state taxable income of the consolidated group that includes the Company or its Subsidiaries with and without taking into account the Transaction Tax Deduction NOL, together with a written statement by a senior tax officer of Buyer that such calculation is accurate and correct and in accordance with this section.
Notwithstanding anything in this Agreement to the contrary, no payments will be required to be made pursuant to this Section 6(d)(viii) with respect to any income Tax benefit attributable to the Transaction Tax Deduction NOL that is actually realized after the fifth anniversary of the Closing Date.
Notwithstanding anything to the contrary, any Transaction Tax Deduction shall be reflected in the Tax Returns of the Acquired Companies in Tax periods or portions of Tax periods ending on or before the Closing Date, in each case to the extent allowed by applicable Law.
For this purpose, a “Transaction Tax Benefit” is (i) any refund of Tax paid with respect to a Pre-Closing Tax Period resulting from the carryback of a Transaction Tax Deduction (and any interest thereon), (ii) any reduction in the Company’s or any Subsidiary’s cumulative Liability for Taxes resulting from a Transaction Tax Deduction and (iii) any other refund of Tax paid with respect to a Pre-Closing Tax Period and any interest thereon.
If, pursuant to applicable Law, a Transaction Tax Deduction is allocable to any Tax period ending after the Closing Date, the Transaction Tax Benefit related thereto shall nevertheless be for the account of the Sellers.
More Definitions of Transaction Tax Deduction
Transaction Tax Deduction means the amount of any deduction for income Tax purposes attributable to (a) the payment of amounts described in the definition of Transaction Fees, (b) the write-off of deferred financing costs and any other deductions arising in connection with the payment of Indebtedness at Closing, (c) the payment of any Transaction Bonuses paid concurrently with or following the Closing and (d) the payment of the employer’s share of any employment Taxes payable in respect of the payments described in this definition.
Transaction Tax Deduction means any amount that is deductible for Tax purposes that is incurred by the Acquired Companies or Blockers in connection with or as a result of the transactions contemplated herein (taking into account, without limitation, (i) any compensation costs for employees and service providers (including any compensatory equity-based awards, deferred compensation, change in control payments, other bonuses, and employment taxes related to any of the foregoing), (ii) any debt repayment costs (including any interest, original issue discount, prepayment costs, and accelerated deferred financing costs) and (iii) any investment banking, legal, and accounting costs). The amount of the Transaction Tax Deductions shall be computed assuming that an election was made under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any Transaction Tax Deductions that are success-based fees (as described in Revenue Procedure 2011-29).
Transaction Tax Deduction means any and all items of loss, credit or deduction permitted to the Company under Applicable Law and relating to, or arising from (i) any Transaction Expense, (ii) any payment of deferred compensation incurred on or before the Closing Date but properly deductible for income Tax purposes by the Company or any successor thereto in a Post-Closing Tax Period; or (iii) deferred financing expenses in connection with Company Debt.
Transaction Tax Deduction means the amounts described in subparagraphs (b) and (e) of the definition of “Transaction Expenses”, as well as any amounts otherwise contemplated by that subparagraph (b) but paid prior to the Closing, to the extent deductible for Tax purposes under the Tax Act by the Corporation.
Transaction Tax Deduction means, regardless of by whom paid, the aggregate amount of Tax deductions that could be deducted by a Business Company under applicable Law with respect to (a) the payments of any retention, sale, management or other amount payable to any officer, director or employee in the nature of a transactions or retention bonus, (b) Transaction Expenses or other similar expenses paid on or prior to the Closing Date or included in the computation of Indebtedness or Working Capital, (c) all unamortized fees and other deferred financing costs in connection with the repayment of Indebtedness of the Business Companies on or around the Closing Date and (d) the employer portion of any employment or payroll Taxes related to the amounts set forth in the foregoing clause (a); provided that any available elections shall be made under Revenue Procedure 2011-29, 2011-28 I.R.B. to treat 70% of any success-based fees, within the meaning of Treasury Regulation Section 1.263(a)-5(f) and Revenue Procedure 2011-29 as deductible in the taxable year that included the Closing Date for U.S. federal Income Tax purposes.
Transaction Tax Deduction means, without duplication and regardless of by whom paid and whether or not paid prior to the Closing, to the extent deductible by the Company or one of its subsidiaries at a more-likely-than-not (or greater) level of comfort for applicable Income Tax purposes, Tax deductions resulting from payments with respect to (a) the amount of the Transaction Expenses (whether paid prior to, at or following the Closing), (b) any employment or social security Taxes with respect to the amounts set forth in the foregoing clause (a), (c) any fees, expenses and interest (including amounts treated as interest for Tax purposes) incurred by the Company or its subsidiaries in respect of the liabilities described in the definition of Indebtedness, and (d) any other amounts (including any amounts reflected in the Net Working Capital or Unpaid Income Taxes) that arise from, or are incurred in connection with, the transactions contemplated by this Agreement and which are economically borne by the Stockholders, in each case, in connection with the transactions contemplated by this Agreement. In connection with the foregoing, unless otherwise requested by the Stockholder Representative, the parties to this Agreement agree to cause the Company to make an election under Revenue Procedure 2011-29, 2011-18 IRB, to treat seventy percent (70%) of any success-based fees that were economically borne or paid by or on behalf of the Company as deductible in the Pre-Closing Tax Period for U.S. federal and other applicable Income Tax purposes.
Transaction Tax Deduction means, without duplication, any Tax loss or Tax deduction, which is either deductible or allowable as a loss for Income Tax purposes at a more-likely-than-not (or greater) level of comfort, in each case, resulting from or attributable to the payment of: (a) any Transaction Expenses; (b) any fees, expenses and interest (including amounts treated as interest for Tax purposes and any breakage fees) incurred by Company or any of the Subsidiaries, and any unamortized deferred financing costs, with respect to the payment of Indebtedness in connection with the Transactions; (c) any deduction arising from the payment or accrual of any Taxes to the extent that such Taxes are included in the calculation of Closing Date Debt or Working Capital; and (d) any other amounts that arise from, or are incurred in connection with, the transactions and which are economically borne by the Sellers under this Agreement.