Transaction Deductions means all Tax deductions available to any Group Company, to the extent permitted by applicable Law, as a result of or in connection with the repayment of Indebtedness, the payment of Group Company Transaction Expenses and payments of amounts that would have been Group Company Transaction Expenses but for the fact that they were paid prior to the Closing, and the payment of any fees or other costs and expenses associated with the transactions contemplated by this Agreement, in each case that are economically borne by Seller.
Transaction Deductions means with respect to the Company, the sum of all items of loss or deduction for U.S. federal, state and local income tax purposes, resulting from or attributable to (a) the Option Deductions, (b) bonuses paid or accrued as of the Closing Date and (c) the payment of legal, accounting, investment banking and other fees and expenses of the Company incurred in connection with the transactions contemplated hereby including, without limitation, the Transaction Expenses.
Transaction Deductions means, without duplication, all income Tax deductions for (a) any and all payments of Transaction Expenses, Company Debt or current liabilities reflected in Company Net Working Capital or (b) any other deductible payments attributable to the Transactions that are economically borne by the Company Securityholders.
Examples of Transaction Deductions in a sentence
Any Transaction Deductions shall be taken into account in a Pre-Closing Tax Period to the maximum extent permitted by applicable Law at a “more likely than not” or higher level of comfort.
Parent shall deduct, or shall cause the appropriate Subsidiary of Parent to deduct, any applicable Transaction Deductions to the fullest extent allowed by law in the earliest Taxable Year that such Transaction Deductions are permitted to be deducted; provided that Parent or the applicable Subsidiary shall not be required to deduct any amount in any Taxable Year that is not “more likely than not” deductible in such Taxable Year.
More Definitions of Transaction Deductions
Transaction Deductions means, without duplication and to the extent “more likely than not” deductible by the Target Companies under applicable Income Tax Law, all income Tax losses, deductions, expenses and similar items deductible by the Target Companies and arising as a result of, in connection with the Transactions, including losses, deductions, expenses related to: (i) the vesting or exercise of, or payments with respect to, any equity-based compensation arrangements; (ii) the payment of any change in control or stay bonuses, or similar compensatory amounts, to employees or other service providers to any Target Company; (iii) the acceleration of deferred financing fees related to the repayment of Indebtedness; and (iv) the payment of any fees or other expenses in connection with the Transactions that are not required to be capitalized (including Transaction Expenses; provided that 70% of any “success based fees” as defined in Revenue Procedure 2011-29 will be included for this purpose).
Transaction Deductions as defined in Section 6.9(c).
Transaction Deductions means any deduction permitted for income Tax purposes attributable to (a) Transaction Expenses or other similar expenses paid on or prior to the Closing Date or included in the computation of the Indebtedness or Working Capital; and (b) any fees, expenses, and interest (including amounts treated as interest for income Tax purposes) that were incurred in connection with the Indebtedness (or payment thereof) or included in the computation of the Indebtedness or Working Capital.
Transaction Deductions means the sum of all items of loss or deduction, to the extent deductible for Tax purposes and without duplication, resulting from or attributable to any payment made or to be made by (or on behalf of) any Group Company in connection with the transactions contemplated by this Agreement, including (a) the Seller Expenses (regardless of whether such items remain unpaid as of Closing), (b) the payment of Indebtedness (including, for the avoidance of doubt, in respect of the payment of any earnout (or portion of any earnout) by or on behalf of the Group Companies) at Closing or as otherwise contemplated by this Agreement (including any capitalized financing fees, costs and expenses that become currently deductible as a result thereof), (c) the payment of any change of control or other bonuses to employees of the Group Companies in connection with the consummation of the transactions contemplated by this Agreement, and (d) payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies in connection with this Agreement and the transactions contemplated hereby; provided, however, that, with respect to any success-based financial advisory fees or expenses, seventy percent (70%) of such fees and expenses shall be treated as deductible in accordance with Rev. Proc. 2011-29.
Transaction Deductions means all deductions or expenses incurred by any Acquired Company as a result of or in connection with the transactions contemplated by this Agreement (including deductions related to repayment of Specified Indebtedness, the payment of any bonus or similar payments in whole or in part included in the Transaction Expenses as a result of the consummation of the transactions contemplated by this Agreement (but excluding any “double trigger” payment obligations or obligations arising as a result of any Contract or Employee Plan following the date hereof, and the Share Appreciation Agreement and/or any social and fringe benefits derived thereto payment of other Transaction Expenses and the payment of any fees or other costs and expenses associated with the transactions contemplated by this Agreement).
Transaction Deductions means all items of loss, deduction or credit resulting from or attributable to (x) the repayment at or prior to Closing of Indebtedness of the Company and the payment at or prior to Closing of any related fees, expenses or interest, and (y) Third Party Expenses. The Transaction Deductions described in clause (y) shall be computed consistent with the safe harbor for treating success-based fees pursuant to Revenue Procedure 2011-29, 2011-18 I.R.B. 746 in lieu of maintaining the documentation required by Treas. Reg. §1.263(a)-5(f).
Transaction Deductions means any deduction permitted for income Tax purposes attributable to (i) Transaction Expenses or other similar expenses paid on or prior to the Closing Date; and (ii) any fees, expenses, and interest (including amounts treated as interest for income Tax purposes) that were incurred in connection with the Indebtedness (or payment thereof).