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.
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, 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).
Examples of Transaction Deductions in a sentence
Buyer, Merger Sub and Surviving Corporation will file consolidated U.S. federal income tax returns for all taxable periods after the Closing Date which may include items of expense that would constitute Compensation Transaction Deductions or Other Transaction Deductions, to the extent permitted by applicable law.
Notwithstanding the foregoing, the Sellers shall not be entitled to receive any refunds (or credits for overpayments) of Taxes resulting from the carryback of Tax attributes generated in a Post-Closing Tax Period except to the extent such Tax attributes result from Compensation Transaction Deductions or Other Transaction Deductions actually realized in a Post-Closing Tax Period (determined on a with and without basis).
Buyer and Sellers agree that Buyer or Company, as applicable and consistent with the foregoing provisions of this Section 9.4(a), shall deduct all Compensation Transaction Deductions for U.S. and state Tax purposes.
Xxxx and Xxxx XxXxxxxxx to be effective at the Effective Time and (B) any other new Benefit Plan that is effective at or following the Effective Time) would not be deductible as a result of Section 280G, the Company shall be entitled to recover the value of such lost deductions (excluding any deductions that are Compensation Transaction Deductions) to the Company solely from the Indemnification Escrow Amount.
Seller’s state and federal Tax Returns for the tax year including the Closing Date shall reflect a deduction for the Transaction Deductions, to the extent permitted by applicable Legal Requirements.
More Definitions of Transaction Deductions
Transaction Deductions as defined in Section 6.9(c).
Transaction Deductions means, without duplication, any items of loss or deduction for Income Tax purposes arising out of or related to (i) any compensatory payments made to employees or former employees of the Acquired Companies in connection with the transactions contemplated by this Agreement, (ii) the retirement or repayment of any Indebtedness of the Acquired Companies, (iii) the payment of any Transaction Expenses, and (iv) any other liabilities or expenses incurred by the Acquired Companies or that would otherwise result in a reduction in the amount of the Closing Cash Proceeds payable to the Seller hereunder.
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).
Transaction Deductions means the sum of all items of loss or deduction for U.S. or Canadian federal income tax purposes, as applicable, resulting from or attributable to (a) the repayment of Indebtedness at Closing or as contemplated by this Agreement, including without limitation any prepayment penalties and deductions for unamortized debt issuance costs, (b) the payment of legal, financial advisory, accounting and other fees and expenses of the Company and any Company Subsidiary (but not of Buyer) in connection with the transactions contemplated hereby, including without limitation the Transaction Expenses, (c) any cash payment that is due and payable by the Company or any Company Subsidiary to any current or former officer, director or employee of the Company or any Company Subsidiary as a result of the consummation of the change of control transactions contemplated by this Agreement, including without limitation the Change of Control Payments and (d) any other portion of the Purchase Price that is in the nature of compensation for U.S. federal income tax purposes.
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 income Tax deductions that would result from or be attributable to the transactions contemplated by this Agreement or that were incurred in connection with this Agreement and the transactions contemplated hereby, including: (a) the write-off of deferred financing fees, costs and expenses; (b) the payment of any transaction related fees, costs or expenses, including fees and disbursements of counsel, financial advisors, brokers, finders, investment bankers and accountants; and (c) the payment of Indebtedness or similar amounts. The Member Representative’s reasonable determination of the amount of each such item referred to in the preceding sentence shall be conclusive for purposes of this Agreement.