Transaction Tax Deduction definition
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 means any Tax loss or deduction resulting from or attributable to (a) the payment of bonuses, change in control payments, severance payments, option payments, retention payments or similar payments made by the Company on or before the Closing Date or included in the computation of the Closing Merger Consideration; (b) the payments of fees, expenses and interest incurred by the Company with respect to the payment of Payoff Indebtedness in connection herewith; and (c) Transaction Expenses; provided that, in connection with the foregoing, the Company shall be treated as having made, and shall timely make, an election under Revenue Procedure 2011-29, 2011-18 IRB 746, to treat 70% of any success based fees as deductible in the Pre-Closing Tax Period that includes the Closing Date for U.S. federal and applicable state income Tax purposes.
Transaction Tax Deduction means, without duplication, the aggregate amount of (a) any and all Company Transaction Expenses (with respect to amounts described in clause (a) of the definition of “Company Transaction Expenses” that are not success based fees within the meaning of Internal Revenue Service Revenue Procedure 2011-29, unless there is no reasonable basis for claiming a deduction with respect thereto under the standards of Section 6662 of the Code), (b) any and all fees, expenses and interest (including amounts treated as interest for U.S. federal income Tax purposes), original issue discount, accelerated deferred financing fees, breakage fees, consent fees, redemption, retirement or make-whole payments, or similar payments incurred in respect of Company Debt in connection with this Agreement, (c) any and all payments in respect of Company Options as contemplated by this Agreement, (d) any other income Tax deductions available to the Company or any of its Subsidiaries in connection with the Transactions, unless there is no reasonable basis for claiming such a deduction, and (e) any employment or payroll Taxes payable by the Company or any of its Subsidiaries with respect to the amounts set forth in the foregoing clauses (a), (c) and (d) . The parties shall apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any success based fees for purposes of clause (a) above.
Examples of Transaction Tax Deduction in a sentence
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.
In addition, if Buyer or IBEX realizes any reduction in its liability for Taxes with respect to any taxable period (or portion thereof) ending after the Closing Date resulting, directly or indirectly, from a Transaction Tax Deduction, Buyer shall pay the amount of such reduction to Seller within 10 days after realizing such reduction.
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.
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.
The parties shall cooperate with each other to provide each other with such assistance as may be reasonably requested by them in connection with the preparation of any Tax Returns, including the filing of any claim for refund resulting from a carryback of a Transaction Tax Deduction, any Tax audit or other examination in connection with an administrative or judicial proceeding involving a taxing authority relating to Taxes, and the enforcement of the provisions of this Section 9.09(c).
More Definitions of Transaction Tax Deduction
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.
Transaction Tax Deduction means any item of loss or deduction resulting from or attributable to (i) transaction bonuses, change in control payments, severance payments, retention payments, or similar payments made by the Company or any of its Subsidiaries on or shortly prior to the Closing Date, (ii) the fees, expenses, and interest (including amounts treated as interest for U.S. federal income Tax purposes and any breakage fees or accelerated deferred financing fees) incurred by the Company or any of its Subsidiaries with respect to the payment of the Indebtedness and (iii) the amount of the Transaction Expenses, in each case, as deductible under applicable Law.
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, any deduction allowable for income Tax purposes under applicable Law with respect to the following amounts: (i) any and all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments (including any employment Taxes with respect thereto) made by the Company Group prior to the Effective Time or included in Transaction Expenses or as a liability in Net Working Capital, (ii) all fees, expenses and interest (including amounts treated as interest for U.S. federal income Tax purposes), original issue discount, unamortized debt financing costs, breakage fees, tender premiums, consent fees, redemption, retirement or make-whole payments, defeasance in excess of par or similar payments made in respect of the Indebtedness of the Company Group in connection with the Closing (or included as a liability in Net Working Capital), and (iii) all other Transaction Expenses (and those amounts that would have been Transaction Expenses but for the fact that they were paid prior to the Effective Time, including any such legal, accounting and investment banking fees, costs and expenses, in the case of each of clauses (i) – (iii), to the extent such amounts are economically borne by Seller pursuant to this Agreement.
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.