Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.
Transaction Tax Deductions has the meaning specified in Section 7.1(a)(v).
Transaction Tax Deductions means any and all items of loss, deduction or credit of the Company for U.S. federal and state and local tax purposes resulting from or attributable to Transaction Expenses.
Examples of Transaction Tax Deductions in a sentence
To the extent permitted by applicable Tax law, Parent will cause the Company and its Subsidiaries to (i) claim any Transaction Tax Deductions in its Pre-Closing Taxable Period ending on the Closing Date and (ii) elect to carry back any net operating loss for such period.
For this purpose, the Tax refunds attributable to Transaction Tax Deductions are equal to the difference between the Tax Refunds calculated by including the Transaction Tax Deductions and the Tax Refunds calculated without regard to the Transaction Tax Deductions.
Any other provisions of this Agreement to the contrary notwithstanding, any Transaction Tax Deductions shall be treated, to the extent permitted by applicable Law, as attributable to a Pre-Closing Tax Period, and any Tax Benefit attributable to such Transaction Tax Deductions, regardless of the Tax period in which such Tax Benefit is realized, shall be for the Shareholder’s account according to this Section 6.8(d).
Buyer shall prepare and file such Tax Returns in a manner consistent with past practice and this Agreement (including, for the avoidance of doubt, by claiming all Transaction Tax Deductions on such Tax Returns in accordance with Section 6.02(e)(i)), except as otherwise required by applicable Law.
If Parent delivers such a request, then the Company shall make or cause to be made such changes to such Tax Return as are reasonably requested by Parent except to the extent such changes are inconsistent with past practice or applicable Law and would reduce the amount the Securityholders would otherwise be entitled to pursuant to Section 4.13(j) (Transaction Tax Deductions) hereof.
More Definitions of Transaction Tax Deductions
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 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.
Transaction Tax Deductions means any Tax deduction attributable to the payment of the Echo Holdco Transaction Expenses (as defined in the Contribution Agreement), the Debt Breakage Costs (as defined in the Contribution Agreement), amounts in respect of Echo Holdco Options (as defined in the Contribution Agreement) and payroll taxes paid thereon, and any current tax deduction resulting from payments on the Closing Date of any unamortized financing costs of the Corporate Taxpayer or any of its Subsidiaries.
Transaction Tax Deductions means any Tax deductions resulting from or attributable to the transactions contemplated hereby (including the write-off of deferred financing fees, costs and expenses, the payment of any transaction related fees, transaction bonuses (or similar amounts) paid to employees, independent contractors, and other service providers, and the payment of Indebtedness or Transaction Expenses), including the deductible portion of any payroll Taxes paid with respect to any of the foregoing, and, for such purpose, the parties agree to apply and make the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of deductions attributable to the payment of any success based fees within the scope of such revenue procedure, in each case to the extent such amounts are “more likely than not” deductible.
Transaction Tax Deductions means (X) the amount of deductions attributable to the exercise or cancellation of Options, including the payment of the Option Consideration and (Y) to the extent they are paid on or before the Closing by any Company Entity or constitute a Transaction Expense or Indebtedness, without duplication, the aggregate amount of (a) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity or similar payments made or to be made by any Company Entity in connection with or resulting from the Closing; (b) all fees, expenses, prepayment premiums and interest (including amounts treated as interest for federal income Tax purposes) and any breakage fees or accelerated deferred financing fees incurred by any Company Entity, plus the write-off of any deferred financing fees, in each case, with respect to the payment of Indebtedness in connection with the Closing; (c) all fees, costs and expenses incurred by any Company Entity in connection with or incident to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including any such legal, accounting and investment banking fees, costs and expenses; (d) any fees paid by a Company Entity under any applicable management agreement(s) in connection with the Closing; and (e) any employment Taxes paid by a Company Entity with respect to the amounts set forth in clauses (X) or (Y) of this definition. To the extent permitted by applicable Law, the parties hereto 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 the foregoing clause (Y)(c).
Transaction Tax Deductions means, without duplication, any and all Tax deductions of the Target Entities that are “more likely than not” to be both deductible under applicable Law and deductible in a Pre-Closing Tax Period related to or arising from (a) the payment of any bonuses, any payments for, or vesting of, or in respect of, any restricted stock, stock options, stock appreciation rights, incentive units or similar equity incentive awards, and any other compensatory payments, management, advisory or consulting fees and other similar items in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, (b) expenses with respect to Indebtedness (including any unamortized capitalized financing costs, fees and expenses) being paid in connection with the Closing, and (c) all transaction-related expenses and payments that are deductible by the Target Entities for Tax purposes, including the Transaction Expenses; provided that, with respect to any success-based fees included in Transaction Expenses, seventy percent (70%) of such fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.
Transaction Tax Deductions means any tax deduction attributable to the payment of the Transaction Expenses, Bonus Amount, any deduction for unamortized financing costs of the Company or any of its Subsidiaries and premium deductions arising from the repayment of indebtedness, in each case, arising out of the transactions contemplated by this Agreement; provided, that the parties shall make any available elections under Revenue Procedure 2011-29, 2011-18 IRB to treat seventy percent (70%) of any success-based fees that were paid as an amount that did not facilitate the sale of the Shares pursuant to this Agreement.