Transaction Tax Benefits. Without any duplication with any other payment or credit under this Agreement, the Company shall pay to each Seller such Seller’s Pro Rata Percentage of any Transaction Tax Benefit (as defined below) realized, net of any costs or expenses (including any Tax) incurred in seeking or securing such Transaction Tax Benefit. For this purpose, a “Transaction Tax Benefit” is any refund of Tax paid with respect to a Pre-Closing Tax Period or Pre-Closing Straddle Period resulting from the carryback of a Transaction Tax Deduction or a reduction of Tax liability resulting from utilization of a Transaction Tax Deduction (or any net operating loss arising out of a Transaction Tax Deduction) in a Pre-Closing Straddle Period or Pre-Closing Tax Period. A Transaction Tax Benefit shall be deemed to be realized in a taxable period if, and to the extent that, either (A) the Company receives an actual cash refund of Taxes paid as a result of the carryback to a previous taxable year of a Transaction Tax Deduction, calculated by the difference, if any, between (1) the actual refund of Taxes of the Company that is available for the Pre-Closing Tax Period and (2) the refund of Taxes of the Company that would be available for the Pre-Closing Tax Period if the Taxes of the Company for such period were computed without regard to any Transaction Tax Deductions, or (B) the Company’s cumulative liability for Taxes for a Pre-Closing Straddle Period or Pre-Closing Tax Period, calculated by excluding the relevant Transaction Tax Deduction, exceeds the Company’s actual liability for Taxes for such Pre-Closing Straddle Period or Pre-Closing Tax Period, calculated by taking into account the relevant Transaction Tax Deduction (treating such Transaction Tax Deduction as the last item claimed for any such Pre-Closing Straddle Period or Pre-Closing Tax Period). If, at any time following a payment by the Company to each Seller in respect of a Transaction Tax Benefit, the Company reasonably determines, whether as a result of a change in Legal Requirements, an administrative pronouncement, an audit, or otherwise, that the Transaction Tax Benefit giving rise to such payment should be reduced, then the Company shall notify Seller Representative of the amount of such reduction. The amount of any such reduction, plus any amount of interest and penalties imposed by a taxing authority with respect to such reduced amount, shall be satisfied first from the Tax Escrow Amount and if the Tax Escrow Amount is in...
Transaction Tax Benefits. Without duplication, as directed by the Sellers’ Representative, the Buyer will promptly forward to the Sellers’ Representative for distribution to the Sellers, and the Company will pay through applicable payroll processes to the Optionholders (in each case based on the allocable portion set forth on the Allocation Schedule), the amount of any Transaction Tax Benefit actually realized by the Buyer or any of its Affiliates (including the Acquired Companies); provided that any employer-paid withholding Tax required to be paid in connection with such payments to Optionholders shall be deducted from the amount payable. Notwithstanding anything to the contrary in this Section 8.7.7, but subject to Section 9.4, the Buyer may retain any Transaction Tax Benefit received after the Escrow Termination Date to the extent of any Loss related to a claim for unpaid Taxes of the Acquired Companies for any Pre-Closing Tax Period that would be indemnified under Section 9.2.1(a) without regard to the limitations on recovery in Section 9.2. For purposes of determining the year in which a Transaction Tax Benefit is actually realized by the Buyer, the parties shall treat all other losses, deductions, and credits of the Buyer for the applicable Post-Closing Tax Period as having been used prior to any Transaction Tax Deductions.
Transaction Tax Benefits. Without duplication, the Buyer will, within ten (10) days after filing any Tax Return for a Post-Closing Tax Period, forward to the Seller the amount of any Transaction Tax Benefit realized by the Buyer or any of its Affiliates (including the Company); provided, however, that if any Transaction Tax Benefit forwarded to Seller is later successfully challenged by the IRS, Seller shall promptly repay such amount to Buyer.
Transaction Tax Benefits. Notwithstanding anything to the contrary in this Agreement, the parties agree that:
Transaction Tax Benefits. To the extent that Purchaser, the Company, any of their Subsidiaries or other Affiliates realizes any Transaction Tax Benefit (other than a Transaction Tax Benefit to the extent actually taken into account in calculating Initial Cash Consideration and the Adjusted Aggregate Initial Cash Consideration, as finally determined), the amount of such Transaction Tax Benefit shall be for the benefit of Sellers. To the extent that any of Purchaser, the Company, any Subsidiary of the Company or any of their Affiliates realizes a Transaction Tax Benefit that, pursuant to this Section 8.8(f), is for the benefit of the Sellers, Purchaser shall within ten (10) days of the filing of the Tax Return reflecting such Transaction Tax Benefit (or to the extent in the form of a refund, receiving the refund from the applicable Governmental Authority), pay to the Sellers’ Representative for distribution to the Sellers the amount of such Transaction Tax Benefit.
Transaction Tax Benefits. (a) To the extent any Acquired Company (a “TTB Recipient”) recognizes a Transaction Tax Benefit with respect to the Current Pre-Closing Period, a Straddle Period or any other Tax period as a result of any Section 2.7 Payable Amounts, the payment of the Company Transaction Expenses or any acceleration of deferred financing costs and any prepayment premiums payable in connection with the repayment of all Closing Debt, Parent shall promptly (but in any event no later than 10 Business Days following recognition) pay the amount of such Transaction Tax Benefit to the Equityholder Representative for the benefit of the Equityholders as such Transaction Tax Benefit is recognized by such TTB Recipient. For this purpose, (i) a “
Transaction Tax Benefits. Notwithstanding any other provision of this Agreement, (a) prior to the Closing Date, the Company and its Subsidiaries shall make all income Tax payments, including all estimated income Tax payments, that would be made in the ordinary course of business consistent with past practice or would be required by Legal Requirement, and (b) all such income Tax payments (including estimated income Tax payments) shall be made without taking into account any Transaction Tax Benefits, in each case calculated without regard to any election under Section 7.9.
Transaction Tax Benefits. Notwithstanding anything to the contrary in this Agreement, the parties agree that the expenses and other costs incurred by the Company in connection with the Contemplated Transactions shall be reported on applicable income Tax Returns as income Tax deductions of the Company, the Surviving Corporation or its Subsidiaries, as applicable, for a Pre-Closing Tax Period and shall not be treated or reported as income Tax deductions for a Post-Closing Tax Period (including under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any comparable or similar provision under state or local Applicable Law) unless otherwise required by Applicable Law. Unless otherwise requested by the Sellers’ Representative, Parent shall cause the Company or the Surviving Corporation, as applicable, to make an election under IRS Revenue Procedure 2011-29 to treat seventy percent (70%) of any success-based fees that were paid by or on behalf of the Company or the Surviving Corporation as an amount that did not facilitate the Merger and therefore as deductible in a Pre-Closing Tax Period for U.S. federal income Tax purposes, unless otherwise required by Applicable Law.
Transaction Tax Benefits. Parent will pay to the Representative (on behalf of the Stockholders) any Transaction Tax Benefit (as defined below) within 10 calendar days of realizing such benefit. For this purpose, a “Transaction Tax Benefit” is (i) any refund of Tax paid with respect to a Pre-Closing Tax Period to the extent attributable to a Transaction Tax Deduction (including from the carryback of Transaction Tax Deductions) (and any interest thereon paid by a Governmental Body) and (ii) any other refund of Tax paid with respect to a Pre-Closing Tax Period and any interest thereon paid by a Governmental Body. A Transaction Tax Benefit will be deemed to be realized in a taxable year if, and to the extent that Parent, the Company or any of its Subsidiaries receives a refund or other return of Taxes paid.
Transaction Tax Benefits. Buyer will pay to Seller any Transaction Tax Benefit (as defined below) within 10 calendar days of realizing such benefit to the extent any such Transaction Tax Benefits are not included in the calculation of Net Working Capital. For this purpose, a “Transaction Tax Benefit” is 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). A Transaction Tax Deduction will be deemed to be realized in a taxable year if, and to the extent that, the Company receives an actual cash refund of Taxes paid as a result of the carry back to a previous taxable year of a Transaction Tax Deduction calculated by the difference, if any, between (i) the actual refund of Taxes of the Company that is available for the Pre-Closing Tax Period and (ii) the refund of Taxes of the Company that would be available for the Pre-Closing Tax Period if the Taxes of the Company for such period were computed without regard to any Transaction Tax Deductions.
