Transaction Tax Benefits definition

Transaction Tax Benefits means any reduction in amounts paid in cash with respect to Taxes for a Post-Closing Tax Period (including by way of any Tax refund (including by reason of estimated Taxes) or any Tax credit (received in lieu of a refund) of the Buyer or its Affiliates (including the Company)) resulting from a Transaction Tax Deduction or a carryback or carryforward thereof, determined on a “with or without” basis.

Transaction Tax Benefits means an amount equal to the sum of

Transaction Tax Benefits means an amount equal to twenty six percent (26%) of the aggregate amount of any Tax deductions that will be available to the Company, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date relating to: (a) any pay down or satisfaction of the Closing Debt Amount; (b) the payment of Transaction Expenses; (c) the aggregate payment of the Per Option Closing Consideration and the Per Share/Option Additional Consideration in respect of the Vested Options; and (d) any other deductible payments attributable to the Contemplated Transactions economically borne by the Sellers.

Examples of Transaction Tax Benefits in a sentence

• The payment of the any Pre-Closing Tax Refund and/or Transaction Tax Benefits, if any, pursuant to this Section 12.03 shall be treated by all parties for tax purposes as adjustments to the Enterprise Value, to the extent permitted by Law.

• Parent shall pay to the Major Company Stockholders, in accordance with their Pro Rata Shares, an aggregate amount equal to any Transaction Tax Benefits (as defined below) of any member of the Company Group actually realized with respect to any taxable year that is a Post- Closing Tax Period ending on or before December 31, 2028, including the taxable year of Parent that includes the Closing Date, (each such taxable period, a “ Tax Benefit Period”).

• XXX XXX Re: Donated Easement Transaction Tax Benefits and Appraisal Disclosure Form Dear XXX:In order for a donor to claim a federal or state income tax deduction, or state tax credit, the conservation easement must meet the requirements of Internal Revenue Code Section 170 and the accompanying Treasury Department Regulations and any other federal or state requirements.

• As promptly as possible and in any event within 60 calendar days after the Closing Date, the Company will prepare or cause to be prepared, and will provide to the Sellers’ Representative, a written statement setting forth in reasonable detail its proposed final determination of the Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount, the Transaction Tax Benefits and the Closing Debt Amount (the “ Proposed Final Closing Statement ”).

• The Dispute Resolution Auditor’s determination will be based solely on the definitions of Pre-Closing Income Tax Amount, Transaction Tax Benefits, Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein.

More Definitions of Transaction Tax Benefits

Transaction Tax Benefits. Section 7.15(a)

Transaction Tax Benefits means any tax deductions and/or other tax benefits resulting from the transactions contemplated hereby (including, without limitation, tax deductions and other tax benefits arising in connection with or as a result of (i) the Bonus Compensation Plan, (ii) any Company Expenses, (iii) repayment of Debt (including, without limitation, repayment of amounts payable pursuant to clause (k) of the definition of “Debt”) in connection with the transactions contemplated hereby, (iv) any transaction fees related to the recapitalization of the Company and/or its Subsidiaries by the Stockholder Representative and its Affiliates in 1998, and (v) any write-off of any land use rights of the Company or any of its Subsidiaries).

Transaction Tax Benefits means the tax benefits realized or expected to be realized related to or triggered by any of the transactions contemplated by this Agreement, prepayment penalties or any other deductions associated with the payoff of any Indebtedness of the Company, payment of Transaction Expenses, employee bonuses, and any other deductions triggered by or related to the transactions contemplated by this Agreement.

Transaction Tax Benefits means Tax benefits in an amount equal to (i) the aggregate amount of Tax Benefit Payments made by the Company and the Subsidiary in connection with the transactions contemplated by this Agreement and that are deductible for U.S. federal income tax purposes, multiplied by (ii) a combined marginal federal, state and local income tax rate of 40% (the “Combined Marginal Rate”), in each case assuming (a) the Company and the Subsidiary can currently fully utilize such Tax benefits against income taxes payable at the Combined Marginal Rate and (b) for state and local income Tax purposes, the Company and the Subsidiary can utilize such Tax benefits at the same time and in the same amounts as such parties can utilize such Tax benefits for U.S. federal income tax purposes; provided, however, that in no case shall the Transaction Tax Benefits exceed $9,000,000.

Transaction Tax Benefits means all Tax deductions, Tax refund receivables, reduction in Tax liabilities and other Tax benefits for the Company and its Subsidiaries related to the transactions contemplated hereby as may be related to the payment of any portion of Indebtedness Payoff Amount, the write-off of deferred financing costs, Sellers' Expenses, or to the cancellation of Warrants, as described under Transaction Tax Benefits set forth on Section 12.01 of the Disclosure Schedules (it being understood that the amounts set forth on Section 12.01 of the Disclosure Schedules are subject to adjustment).

Transaction Tax Benefits means all Tax deductions, Tax refund receivables, reductions in Tax liabilities and other Tax benefits and/or assets for the Company and its Subsidiaries (a) arising from related to the transactions contemplated hereby, and/or (b) arising from or related to net operating losses of the Company and its Subsidiaries for Tax periods ending on or including the Closing Date and expected to be realized, including by way of carryback or refund, at or after the Closing (including by preparing, amending and filing Tax Returns for the Tax period that includes the Closing Date and all prior Tax periods, and filing an application for a tentative carryback adjustment, to take account of such Tax benefits and/or assets, by seeking refunds of Taxes and estimated Taxes paid by the Company and its Subsidiaries at or after the Closing, and through the reduction in Taxes payable, including estimated Taxes payable, for Tax periods ending on or after the Closing Date and assuming all such actions are taken as soon as possible after the Closing Date). Transaction Tax Benefits determined pursuant to clause (a) shall include Tax deductions, Tax refund receivables, reductions in Tax liabilities and other Tax benefits and/or assets for the Company and its Subsidiaries related to or arising from the write-off of deferred financing fees, the payment of any portion of Estimated Closing Indebtedness, Closing Indebtedness or Company Expenses, (including, for the avoidance of doubt, the payment of any expenses related to the transactions contemplated hereby (including legal, investment banking and other advisor fees)), the exercise (including net exercise or cashless exercise) or cancellation of options (whether prior to or in connection with the Closing), and the payment of any compensation in connection with the transactions contemplated hereby), the write-off of any unamortized original issue discount related to the Closing Indebtedness or other or to any of the other transactions contemplated hereby, in each case determined giving effect to the capital structure of the Company and its Subsidiaries as of immediately prior to the Adjustment Calculation Time.

Transaction Tax Benefits means an amount equal to $9,000,000.