Transaction Tax Deductions definition
Transaction Tax Deductions means any item of loss, deduction, or credit resulting from or attributable to costs and expenses of the Company and/or any of its Subsidiaries related to or arising out of the transactions contemplated by this Agreement, including, but not limited to, any loss, deduction or credit resulting from any employee bonuses, debt prepayment fees or capitalized debt costs.
Transaction Tax Deductions means the amount of U.S. federal income tax deductions that are allowable under the Code with respect to the following items: (a) the Transaction Expenses, and (b) the payment of interest (whether cash or original issue discount) and any premium or unamortized fees on Closing Date Indebtedness which arise as a consequence of the Closing of the transactions contemplated by this Agreement.
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
No Party shall apply, or allow GSC to apply, the “next day rule” under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) in connection with Transaction Tax Deductions.
More Definitions of Transaction Tax Deductions
Transaction Tax Deductions means any Tax deductions or other Tax benefits resulting from fees, costs, investment banking fees, financial advisory fees, brokerage fees, attorneys’ fees, accountants’ fees and any other expenses of the Company that are “more likely than not” deductible for U.S. federal and applicable state income tax purposes in a Pre-Closing Tax Period related to or arising out of the transactions contemplated by this Agreement, including any loss, deduction or credit resulting from any Transaction Expenses, employee bonuses, payments made with respect to the Options, debt prepayment fees or capitalized debt costs, in each case, solely to the extent such expense is specifically included as a reduction to the Merger Consideration or is actually paid by the Company prior to Closing. For this purpose, the parties agree to apply any available elections under IRS Rev. Proc. 2011-29 to treat seventy percent (70%) of any “success-based fees,” within the meaning of Treasury Regulation Section 1.263(a)-5(f) and IRS Rev. Proc. 2011-29, as an amount that did not facilitate the transactions contemplated by this Agreement and therefore, for purposes of determining the Transaction Tax Deductions, treat seventy percent (70%) of such costs as deductible in the taxable year that includes the Closing Date for U.S. federal and applicable state income tax purposes. “Treasury Regulations” means the United States Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). “Unvested Equity Amount” means the sum of (x) the Unvested Option Amount (as defined on Appendix B), plus (y) the Unvested Restricted Stock Total Amount (as defined on Appendix B). “Warrantholder Closing Payment” means, with respect to each Warrant, an amount in cash equal to the product of (x) the excess, if any, of the Per Share Closing Payment over the per share
Transaction Tax Deductions has the meaning set forth in Section 5.4(b)(iv).
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 set forth in Section 7.08(d).
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 Tax deductions resulting from the payment of the Transaction Expenses that are properly deductible by the Purchased Entities or their Subsidiaries for relevant Tax purposes on at least a “more likely than not” basis.
Transaction Tax Deductions means, without duplication and to the extent “more likely than not” deductible under applicable Income Tax Law, any Income Tax deductions attributable to or relating to (a) any pay down or satisfaction of Indebtedness, including the Debt Payoff Amount, as well as any related fees and expenses (including any breakage fees or accelerated deferred financing fees), in each case, economically borne by Seller, (b) any Transaction Expenses and the amount of any expenses paid by any Group Company prior to the Closing that would be treated as Transaction Expenses if paid at or after the Closing, and (c) any other deductible payments, costs, or expenses attributable to the transactions contemplated by this Agreement and economically borne by Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.