Transaction Tax Deductions definition
Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.
Transaction Tax Deductions means items of loss or deduction, including any increase in any net operating loss carryback or carryover, resulting from or attributable to the following items to the extent arising in connection with the transactions contemplated by this Agreement: (i) any transaction bonuses, change-in-control payments, severance payments, retention payments, or similar payments made to employees or other service providers of the Company and its Subsidiaries, (ii) any investment banking, legal, accounting, and other fees and expenses paid or payable by of the Company and its Subsidiaries, (iii) any fees, expenses, premiums, and penalties with respect to the prepayment of debt (including items arising from the write-off or acceleration of the amortization of deferred financing costs incurred by the Company and its Subsidiaries with respect to the payment of any Indebtedness), (iv) any cost or expense arising in connection with the accelerated vesting of restricted stock held by employees of the Company and its Subsidiaries, and (v) any cost or expense arising in connection with the exercise or payment for cancellation of employee or other compensatory options held by employees of the Company and its Subsidiaries. For the avoidance of doubt, Transaction Tax Deductions shall only include, to the extent permitted to be deducted by Law, items of loss or deduction, including any increase in any net operating loss carryback or carryover, resulting from or attributable to (A) severance payments paid to employees or other service providers of the Company and its Subsidiaries in a Pre-Closing Tax Period and (B) severance payments to be paid to employees or other service providers of the Company and its Subsidiaries that have been accrued and included as a current Tax liability in the determination of Net Working Capital and taken into account in determining the amount of the Purchase Price pursuant to Article III. Any other severance payments paid or to be paid to employees or other service providers of the Company and its Subsidiaries shall be attributable solely to a Post-Closing Tax Period for Tax purposes. For the avoidance of doubt, “Transaction Tax Deductions” will not include any items of loss or deduction, including any increase in any net operating loss carryback or carryover, resulting from or attributable to any incentive bonus payments made after December 31, 2014.
Transaction Tax Deductions means any Tax deductions, whether accruing before, on or after the Closing Date, relating to (a) any pay down or satisfaction of Indebtedness in connection with the Merger, (b) the payment or incurrence of any Transaction Expenses, and (c) any other deductible payments attributable to the Merger and economically borne by Sellers. For this purpose, any success-based fees shall be treated as deductible in accordance with the seventy percent safe-harbor election in Rev. Proc. 2011-29.
Examples of Transaction Tax Deductions in a sentence
Notwithstanding the foregoing, the parties acknowledge and agree that, to the extent allowed by applicable Tax Law, any Transaction Tax Deductions, which are more likely than not to be deductible under applicable Tax Law in a Pre-Closing Tax Period, shall be allocated to a Pre-Closing Tax Period for purposes of preparing and filing any income Tax Returns and for purposes of calculating income Taxes associated with a Pre-Closing Tax Period, including pursuant to this Agreement.
More Definitions of Transaction Tax Deductions
Transaction Tax Deductions has the meaning set forth in Section 6.2(a)(ii).
Transaction Tax Deductions means any and all Tax deductions related to, or arising from, the Transaction Expenses, whenever paid.
Transaction Tax Deductions means, without duplication, any Tax deductions, losses, credits or similar items attributable to (a) Transaction Expenses (without regard to the first proviso of the definition thereof) or (b) fees, costs, expenses and interest (including amounts treated as interest for Tax purposes and any breakage fees and unamortized or deferred financing fees, costs or expenses) incurred in connection with the transactions contemplated by this Agreement.
Transaction Tax Deductions means the sum of all losses, deductions or credits resulting from, or attributable to, any payment or expenses incurred or economically borne by Trimble or any of its Subsidiaries, or AGCO or any of its Subsidiaries, in connection with the transactions contemplated hereby (including, for the avoidance of doubt, any Transaction Expenses incurred or economically borne by Trimble or any of its Subsidiaries, or AGCO or any of its Subsidiaries, as applicable).
Transaction Tax Deductions has the meaning specified in Section 7.1(a)(v).
Transaction Tax Deductions means any item of deduction for income Tax purposes resulting from or attributable to (a) payment prior to or concurrently with the Closing of transaction bonuses, change-in-control payments, severance payments, retention payments, or similar payments made to Employees or other service providers of the Company, (b) the fees, expenses, and interest (including unamortized original issue discount and any other amounts treated as interest for federal income Tax purposes and any prepayment penalty or breakage fees or accelerated deferred financing fees) incurred by the Company with respect to the payment of the Closing Indebtedness, (c) the amount of investment banking, legal, and accounting fees and expenses paid or payable by the Company, (d) accelerated vesting of restricted stock held by Employees, and (e) the exercise or payment for cancellation of employee or other compensatory options, in each case arising in connection with the sale of the LLC Interests.
Transaction Tax Deductions means, without duplication, any loss or deduction, which is at least “more likely than not” deductible for U.S. federal income Tax purposes, resulting from or attributable to the payment of (a) the Transaction Expenses and (b) Indebtedness in connection with the transactions contemplated by this Agreement (whether paid prior to, on or after the Closing).