Friction Cost definition
Friction Cost. Exhibit 2.02(a)(vii) “Friction Cost Cap” Exhibit 2.02(a)(vii) “Hold Separate Arrangements” 8.03(c) “Indemnified Party” 10.03(a) “Indemnifying Party” 10.03(a) “Interim Financial Statements” 3.06(c) “Investors” 4.05(b)
Friction Cost means, with respect to each jurisdiction, the withholding and income Tax cost of distributing or transferring Excess Cash (excluding Trapped Cash) from such jurisdiction through the chain of ownership to a Cash Redomicile Country. Friction Cost will be measured (i) taking into account Tax credits and other offsets that the receiving entity is entitled to under applicable Law, if applicable, including Tax credits available in the U.S. computed on a with and without basis and (ii) assuming a distribution or transfer of such Excess Cash (excluding Trapped Cash) to a Cash Redomicile Country identified by the Seller. For the avoidance of doubt, no Friction Cost may occur (or shall be deemed to have occurred) with respect to any Excess Cash that is located in a Cash Redomicile Country as of the Closing Date.
Friction Cost means, with respect to each jurisdiction, the withholding and income Tax cost of distributing or transferring Excess Cash (excluding Trapped Cash) from such jurisdiction through the chain of ownership to a Cash Redomicile Country. Friction Cost will be measured