Common use of Transaction Deductions Clause in Contracts

Transaction Deductions. Seller shall be entitled, as additional purchase price for the Share, to the value of all Tax benefits relating to Transaction Deductions that are available to offset income of Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company) for any Tax period (or portion thereof) of Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company) beginning after the Closing Date as and when such Transaction Deductions are first used to offset income. On any Tax Return on which such Transaction Deductions are first permitted to be reflected, such Transaction Deductions shall be presumed to be the first deductions to offset income to the extent that the Tax Return shows income available to be offset. Promptly upon (and no later than seven (7) days after) the filing of any Tax Return on which any Transaction Deductions are taken into account to offset income of the Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company), Buyer shall pay over to Seller, as additional purchase price for the Share, the value of all Tax benefits attributable to such Transaction Deductions. Within ten (10) days after the filing of each Tax Return for, or that includes, the Company or its successors, for Tax periods (or portions thereof) beginning after the Closing Date on which any Transaction Deductions from Tax periods (or portions thereof) ending on or before the Closing Date are available to reduce income, Buyer shall provide to Seller a certificate signed by the chief financial officer of Buyer setting forth the computation of the amount due to Seller with respect to such Tax Return pursuant to this Section 7.2(h). Any net operating loss carryforwards of the Company from Tax periods (or portions thereof) ending on or before the Closing Date that cannot be utilized with respect to any Pre-Closing Income Tax Return may be utilized by Buyer or any of its Affiliates (including, after the Closing) without any consideration paid therefor.

Transaction Deductions. Seller (a) To the extent permitted by applicable Legal Requirements, the Transaction Deductions shall be entitled, reported on applicable income Tax Returns as additional purchase price income tax deductions of the applicable Acquired Company for the Share, to Tax year that includes the value of all Tax benefits relating to Transaction Deductions that are available to offset Closing Date and shall not be treated or reported as income of Buyer tax deductions for a year or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company) for any Tax period (or portion thereof) of Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company) beginning after the Closing Date as and when (including under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any comparable or similar provision under state or local Legal Requirements). (b) Any net refunds of overpayments of estimated income Taxes for the Tax period ending on the Closing Date will be for the benefit of the Sellers, except to the extent any such Transaction Deductions refunds are first used attributable to offset incomea carry-back of net operating losses or other Tax attributes from a post-Closing Tax period. On To the extent that any Tax Return on which for such Transaction Deductions are first permitted Tax period prepared pursuant to Section 10.01 reflects such a refund, it will be reflectedclaimed in cash. The Buyer will (promptly following receipt thereof) pay the amount of any such refund, such Transaction Deductions shall be presumed to be the first deductions to offset income net of all Taxes or out-of-pocket costs related to the extent that receipt or payment thereof, to the Tax Return shows income available Sellers, subject to be offset. Promptly upon Section 2.14. (and no later than seven (7c) days after) Subject to Section 10.03(d)(ii), in the filing event of any audit, assessment, examination, claim or other controversy or proceeding relating to Taxes or Tax Return on which Returns of any Transaction Deductions are taken into account to offset income of the Buyer or any of its Affiliates Acquired Company (including, following the Closing, for the avoidance of doubt, the Company), Buyer shall pay over to Seller, as additional purchase price for the Share, the value of all a “Tax benefits attributable to such Transaction Deductions. Within ten (10Proceeding”) days after the filing of each Tax Return for, or that includes, the Company or its successors, for Tax periods (or portions thereof) beginning after the Closing Date on which any Transaction Deductions from Tax periods (or portions thereof) ending on or before the Closing Date are available to reduce income, Buyer shall provide to Seller a certificate signed by the chief financial officer of Buyer setting forth the computation of the amount due to Seller with respect to such Tax Return pursuant to this Section 7.2(h). Any net operating loss carryforwards of the Company from Tax periods (or portions thereof) ending on or before the Closing Date that cannot be utilized solely with respect to any Pre-Closing Income Tax Return may Period, the Buyer shall inform the Sellers’ Representative of such Tax Proceeding promptly after the receipt by the Buyer of written notice thereof; provided, that no delay on the part of Buyer in notifying Sellers’ Representative will relieve Sellers’ Representative from any obligation under this ARTICLE X, except to the extent such delay actually and materially prejudices Sellers’ Representative. The Buyer and the Sellers’ Representative shall jointly control such Tax Proceedings, each at their own expense, and the parties shall not settle or otherwise resolve such Tax Proceeding without the consent of the other party (which consent shall not be utilized by unreasonably withheld, conditioned or delayed). (i) Neither the Buyer or nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any Acquired Company with respect to a Pre-Closing Tax Period without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld or delayed (includingit being agreed that it shall be unreasonable to withhold or delay consent to an amendment that does not result in any increase in liability for Taxes for any Pre-Closing Tax Period and that is made solely to correct the reported cost or Tax basis of any asset to the amount used by such Acquired Company to compute its Tax obligation), unless otherwise required by applicable Legal Requirements, and (ii) notwithstanding (i), promptly after the date hereof, the Acquired Companies shall initiate a voluntary disclosure process with respect to escheat and unclaimed property matters in such jurisdictions and for such Pre-Closing Tax Periods as Buyer and Sellers’ Representative jointly determine. The Acquired Companies shall engage the Atlanta, Georgia office of KPMG to advise with respect to such process, and the Buyer and Sellers’ Representative shall agree as to the proper apportionment of KPMG’s fees and expenses between Buyer and Sellers’ Representative. Sellers’ Representative shall prepare all required filings and provide drafts of such filings to Buyer for Buyer’s review and comment. Sellers’ Representative shall consider in good faith any comments provided by Buyer within ten (10) calendar days of Buyer’s receipt of any such draft. The Acquired Companies shall submit such filings to the appropriate Taxing authority. Subject to the apportionment above, Sellers shall be liable for any Taxes, costs, expenses or liabilities incurred or owed with respect to the voluntary disclosure processes described above, provided that such amounts shall be paid in accordance with Section 9.09 of this Agreement. (e) Sellers shall have no liability for Taxes under this Agreement for actions taken by or at the direction of Buyer on the Closing Date after the Closing, other than transactions in the ordinary course of business or transactions contemplated under this Agreement. (f) without any consideration paid thereforThe Buyer shall not cause or permit an election under Section 338 of the Code to be made with respect to the transactions contemplated by this Agreement.