Definition of Post-Closing Transaction Deductions Tax Benefit


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.
Sample 1

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.