Transaction Tax Deduction definition

Transaction Tax Deduction means all deductions or expenses incurred by any Acquired Company as a result of or in connection with the transactions contemplated by this Agreement (including, without limitation, (a) deferred financing fee write-offs and debt prepayment in respect of any Indebtedness, and (b) any Transaction Expenses.

Transaction Tax Deduction means the aggregate amount, without duplication, of all fees, costs and expenses included in the definition of Company Expenses, which fees, costs and expenses are Tax deductible for income Tax purposes.

Transaction Tax Deduction has the meaning set forth in Section 7.4(c).

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 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, without duplication, 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 its Subsidiary 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 its Subsidiary with respect to the payment of the Indebtedness and (iii) the amount of the Transaction Expenses.

Transaction Tax Deduction means, without duplication, any deductions permitted to the Company or any of the Company’s Subsidiaries for income Tax purposes attributable to (a) the Company Transaction Expenses, (b) payments to Vested Optionholders under Section 2.5, and (c) Company capitalized costs that become deductible due to the repayment of Indebtedness.

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.

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 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.