Post-Closing Transaction Deductions Tax Benefit definition

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.
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Examples of Post-Closing Transaction Deductions Tax Benefit in a sentence

  • Parent shall deliver to the Equityholder Representative at the time (or times) such payment is made to the Company Stockholders a statement in reasonable detail, together with any applicable supporting materials, of the Post-Closing Transaction Deductions Tax Benefit, applicable “with and without” calculation and such other information reasonably requested by the Equityholder Representative in connection therewith.

  • On or before December 31, 2020, Parent shall pay, or cause to be paid, to the Company Stockholders (in the amounts and to the account or accounts directed by the Equityholder Representative) an amount equal to twenty percent (20%) of any Post-Closing Transaction Deductions Tax Benefit which, as of the date of such payment, has not been reduced or disallowed in whole or in part by the IRS.

Related to Post-Closing Transaction Deductions Tax Benefit

  • Transaction Deductions means the sum of all items of loss or deduction for U.S. federal income tax purposes resulting from or attributable to (a) the payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies (but not of Buyer) in connection with the transactions contemplated hereby, including the Seller Transaction Expenses and (b) any other payment contemplated by this Agreement that is in the nature of compensation for U.S. federal income tax purposes.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Tax Benefit means any refund, credit, or other reduction in otherwise required Tax payments.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Post-Closing Period means any taxable period or portion thereof beginning after the Closing Date. If a taxable period begins on or before the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Post-Transaction Period means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).