Definition of Post-Closing Transaction Deductions Tax Benefit

  1. Post-Closing Transaction Deductions Tax Benefit means the reduction in Tax payments that would otherwise be made in any Tax period (or portion thereof) beginning after the Closing Date and ending on or before December 31, 2018, by Parent, the Surviving Corporation, any Subsidiary of the Company, or any of their Affiliates that are attributable to any net operating loss carryforward as of the Closing Date of the Company or any Subsidiary of the Company that that are solely attributable to the Transaction Deductions which reduction in Tax payments shall be calculated (i) on a "with and without basis" by comparing Taxes that would have been payable without any such net operating loss carryforward (but taking into account any other losses, deductions, refunds, credits, reductions or other Tax items available to such party) and Taxes actually payable taking into account such net operating loss carryforward and (ii) using the highest corporate income tax rate then applicable.

Definition of Post-Closing Transaction Deductions Tax Benefit in Agreement and Plan of Merger

Post-Closing Transaction Deductions Tax Benefit means the reduction in Tax payments that would otherwise be made in any Tax period (or portion thereof) beginning after the Closing Date and ending on or before December 31, 2018, by Parent, the Surviving Corporation, any Subsidiary of the Company, or any of their Affiliates that are attributable to any net operating loss carryforward as of the Closing Date of the Company or any Subsidiary of the Company that that are solely attributable to the Transaction Deductions which reduction in Tax payments shall be calculated (i) on a "with and without basis" by comparing Taxes that would have been payable without any such net operating loss carryforward (but taking into account any other losses, deductions, refunds, credits, reductions or other Tax items available to such party) and Taxes actually payable taking into account such net operating loss carryforward and (ii) using the highest corporate income tax rate then applicable.