Transaction Tax Deductions. Buyer will pay to Sellers’ Representative (on behalf of Sellers) (to the account (or allocated among accounts) as designated by the Seller’s Representative in writing) the amount of any federal and state income Tax benefit actually realized in a Post-Closing Tax Period or Post-Closing Straddle Period by the consolidated group that includes the Company or its Subsidiaries attributable to any Transaction Tax Deduction NOL within forty-five (45) days after the date the final U.S. federal income tax return for such taxable period is filed for each applicable year (the “Report Date”). A Tax benefit will be deemed actually realized in a taxable period for purposes of this Section 6(d)(viii) if there is an actual reduction in the U.S. federal income Tax liability of the consolidated group that includes the Company or its Subsidiaries in such taxable period attributable to the Transaction Tax Deduction NOL (determined on a “with and without basis”); provided that the Company and its Subsidiaries shall be deemed to recognize all other items of income, gain, loss, deduction or credit that the Company and its Subsidiaries are entitled to use under applicable Law before recognizing any Transaction Tax Deduction NOL; provided further that for purposes of this Section 6(d)(viii), the amount of Tax benefit actually realized by the Company or its Subsidiaries for state Tax purposes in any Tax year shall be deemed to equal 3.5% times the amount of the Transaction Tax Deduction NOL utilized in such Tax year. Notwithstanding anything in this Agreement to the contrary, no payments will be required to be made pursuant to this Section 6(d)(viii) with respect to any income Tax benefit attributable to the Transaction Tax Deduction NOL that is actually realized after the fifth anniversary of the Closing Date. For the avoidance of doubt, no payments shall be required to be made pursuant to this Section 6(d)(viii) with respect to any Tax benefit that is actually realized in, or reduces a Tax liability with respect to, a Pre-Closing Tax Period or a Pre-Closing Straddle Period. On each Report Date (whether or not a payment is due), Buyer shall submit to the Sellers’ Representative a summary of the federal and state taxable income of the consolidated group that includes the Company or its Subsidiaries with and without taking into account the Transaction Tax Deduction NOL, together with a written statement by a senior tax officer of Buyer that such calculation is accurate and correct an...
Transaction Tax Deductions. The parties hereby acknowledge and agree that the Transaction Tax Deductions shall be for the sole benefit of the Sellers, shall be allocated to a Pre-Closing Tax Period, and except as otherwise required by applicable Laws, shall be claimed in a Pre-Closing Tax Period. The parties hereby agree to (a) prepare and file all Tax Returns consistent with the preceding sentence and (b) not take a position on any Tax Return or in any administrative or judicial proceeding inconsistent with the Sellers’ entitlement to the benefit of the Transaction Tax Deductions.
Transaction Tax Deductions. Notwithstanding anything to the contrary, any Transaction Tax Deduction shall be reflected in the Tax Returns of the Acquired Companies in Tax periods or portions of Tax periods ending on or before the Closing Date, in each case to the extent allowed by applicable Law.
Transaction Tax Deductions. To the extent permitted by Law, any and all deductions related to (A) expenses with respect to Indebtedness being paid by or on behalf of Target in connection with the Closing, and (B) all Transaction Expenses and payments that are paid by or on behalf of Target prior to or in connection with the Closing and deductible by Target for Tax purposes, including Transaction Expenses and other fees and expenses of legal counsel, accountants, investment bankers and Sellers’ Representative (such deduction described in clauses (A) and (B), the “Transaction Tax Deductions”) shall be treated for Income Tax purposes as having been incurred by Target in, and reflected as a deduction on the Income Tax Returns of Target for, the taxable period or portion thereof ending on the Closing Date.
Transaction Tax Deductions. (i) All Transaction Tax Deductions paid or accrued on or before the Closing Date shall be treated as being incurred in a Pre-Closing Taxable Period and Buyer shall include the Transaction Tax Deductions to the extent permitted by applicable Law on the Tax Returns it is required to file pursuant to Section 6.2(b) hereof and no party shall utilize the “next day rule” in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of non-U.S., state, or local Law) for purposes of reporting such items on the applicable Tax Returns.
Transaction Tax Deductions. Prior to Closing, the Acquired Companies (i) shall use commercially reasonable efforts to promptly obtain any material income Tax refunds or credits to which they may be entitled, including any such Tax refunds or credits (A) described in Sections 15.5(a) and 15.5(b) of that certain Agreement and Plan of Merger, dated as of March 6, 2018, by and between the Company, New Heights Merger Corporation, Xxxxxx Group Holdings, Inc. and Shareholder Representative Services, LLC (the “Ability Merger Agreement” and such Tax refunds or credits, the “Ability Tax Refunds”) and (B) arising from the carryback of net operating losses or other Tax attributes of the Acquired Companies permitted under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), and (ii) shall not make any Tax Benefit Payments (as defined in the Ability Merger Agreement) in respect of any Ability Tax Refund until actual receipt thereof by the Acquired Companies, and shall otherwise not make any Tax Benefit Payments until the latest date permitted under the Ability Merger Agreement.
Transaction Tax Deductions. The Buyer and Seller agree that any Tax benefit arising from the Transaction Tax Deductions shall be allocated to the Taxable period (or portion thereof) ending on the Closing Date to the extent permitted by applicable law.
Transaction Tax Deductions. Notwithstanding Section 5.10(c) or anything else contained herein to the contrary, (i) to the maximum extent permitted by applicable Law, only the Acquired Entities shall be entitled to include and claim any Transaction Tax Deductions on Tax Returns of any of the Acquired Entities covering a Pre-Closing Tax Period and (ii) any Transaction Tax Deductions shall be allocated solely to the Pre-Closing Tax Period.
Transaction Tax Deductions. Notwithstanding anything in this Agreement to the contrary, the Parties agree that all Transaction Tax Deductions arising on or prior to the Closing Date have been or will be incurred before the Closing, and except as otherwise required by Law, the Parties agree to, and agree to cause their respective Affiliates to, treat for all Tax purposes all such Transaction Tax Deductions as deductions allocable to Pre-Closing Tax Periods.
Transaction Tax Deductions. To the extent permitted by applicable Law (including through the potential use of the safe harbor procedures of IRS Revenue Procedure 2011-29 with respect to any success-based fees), any and all items of loss, deduction, or credit resulting from or attributable to (I) the Expenses or the payment or accrual thereof, (II) the payment of any Expenses or amounts that would be Expenses except for the fact that such expenses were paid prior to Closing, (III) any payment of compensation, or vesting of compensation or property, in each case, that arises from or in connection with any of the Transactions (including the Participation Payment Amount and the Transaction Bonus Amount), and (IV) the payment of fees, expenses and interest (including amounts treated as interest for Tax purposes and any breakage fees or accelerated deferred financing fees) with respect to the payment of Indebtedness, in each case of the Company Parties and their Subsidiaries, shall be reported on applicable Tax Returns with respect to income Taxes solely as income Tax deductions of a Company Party (including a Blocker and Management Holdings) and allocable to the Company Securityholders and the Management Holdings Securityholders as applicable in accordance with Section 7.11(e) for a Pre-Closing Tax Period (or pre-Closing portion of any Straddle Period) and shall not be treated or reported as income Tax deductions for a taxable period beginning after the Closing Date.
