Transaction Tax Deductions definition
Transaction Tax Deductions means any items of loss or deduction for Tax purposes arising from or attributable to any Actual Company Expenses or Actual Indebtedness.
Transaction Tax Deductions means any Tax deductions, whether accruing before, on or after the Closing Date, relating to (a) any pay down or satisfaction of Indebtedness in connection with the Merger, (b) the payment or incurrence of any Transaction Expenses, and (c) any other deductible payments attributable to the Merger and economically borne by Sellers. For this purpose, any success-based fees shall be treated as deductible in accordance with the seventy percent safe-harbor election in Rev. Proc. 2011-29.
Transaction Tax Deductions has the meaning set forth in Section 7.08(d).
Examples of Transaction Tax Deductions in a sentence
The amount of such deductions shall be computed assuming that an election was made under Internal Revenue Service Revenue Procedure 2011-29 to deduct seventy percent (70%) of any Transaction Tax Deductions that are success-based fees (as described in Internal Revenue Service Revenue Procedure 2011-29).
More Definitions of Transaction Tax Deductions
Transaction Tax Deductions means, without duplication, to the extent deductible for U.S. federal income tax purposes by the Acquired Companies in a Tax period that includes the Closing Date, the sum of (A) transaction bonuses, change in control payments, severance payments, retention payments or similar payments made by any Acquired Company in connection with the transactions contemplated by this Agreement (or included as a liability in Closing Working Capital), (B) the fees, expenses and interest incurred by any Acquired Company with respect to the payment of Indebtedness (including, for the avoidance of doubt, amounts treated as interest for U.S. federal income tax purposes, any breakage fees or accelerated deferred financing fees, whether paid before, at, or after the Closing or included in clause (i) of the definition of Indebtedness or included as a liability in Closing Working Capital), (C) the amount of the Transaction Expenses, (D) all fees, costs and expenses incurred by any Acquired Company in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, accounting, transaction, closing and investment banking fees, costs and expenses, (E) any employment or social security Taxes with respect to the amounts set forth in the foregoing, in each case, in connection with the transactions contemplated hereby; and in case of each amount described in the foregoing clauses (A) through (E), only to the extent that such amount shall have been paid by the Acquired Companies before the Closing Date or shall have been included in calculating the Merger Consideration as a result of being taken into account in Closing Date Indebtedness, Closing Working Capital, or unpaid Transaction Expenses (as finally determined under this Agreement). For the avoidance of doubt, the parties agree that no less than 70% of any success-based fees (including without limitation any success-based fees payable to any Person pursuant to a Contract set forth on Schedule 3.19) that are deductible for U.S. federal income tax purposes pursuant to Revenue Procedure 2011-29, 2011-18 IRB 746 by the Acquired Companies in a Tax period that includes the Closing Date, are included in the calculation of Transaction Tax Deductions.
Transaction Tax Deductions means any and all Tax deductions related to, or arising from, the Transaction Expenses, whenever paid.
Transaction Tax Deductions has the meaning set forth in Section 5.4(b)(iv).
Transaction Tax Deductions means, without duplication, any Tax deductions, losses, credits or similar items attributable to (a) Transaction Expenses (without regard to the first proviso of the definition thereof) or (b) fees, costs, expenses and interest (including amounts treated as interest for Tax purposes and any breakage fees and unamortized or deferred financing fees, costs or expenses) incurred in connection with the transactions contemplated by this Agreement.
Transaction Tax Deductions means the sum of all losses, deductions or credits resulting from, or attributable to, any payment or expenses incurred or economically borne by Trimble or any of its Subsidiaries, or AGCO or any of its Subsidiaries, in connection with the transactions contemplated hereby (including, for the avoidance of doubt, any Transaction Expenses incurred or economically borne by Trimble or any of its Subsidiaries, or AGCO or any of its Subsidiaries, as applicable).
Transaction Tax Deductions means, without duplication, for U.S. federal (and any related state, local and non-U.S.) Income Tax purposes, (a) the deductible portion of all Acquired Entity Transaction Expenses (provided, however, that for this purpose the Acquired Entities shall be deemed to have elected to treat seventy percent (70%) of the amount of any success-based fee as an amount that does not facilitate the transaction pursuant to the safe harbor in IRS Revenue Procedure 2011-29 to the extent that IRS Revenue Procedure 2011-29 is applicable), including any amount that would have been an Acquired Entity Transaction Expense had such amount not been paid prior to Closing, (b) all deductions for compensation by (or deemed to be made by) the Acquired Entities on or prior to the Closing Date to any employee, former employee, service provider or board member resulting from or related to the Transactions, including any sale bonuses, change in control payments, synthetic equity payments, payments on account of equity awards or similar payments, (c) all deductions resulting from the repayment of any loans or other obligations in connection with the Transactions and economically borne by the Sellers, including all fees, expenses and interest (including amounts treated as interest for Income Tax purposes), original issue discount, breakage fees, tender premiums, consent fees, redemption, retirement or make-whole payments, defeasance in excess of par or similar payments and any deductions for the capitalized and unamortized portion of any financing fees or expenses of the Acquired Entities, (d) any deductible amounts included in the determination of Acquired Entity Indebtedness and Net Working Capital, in each case as finally determined, and (e) all deductions attributable to any other fees, costs and expenses incurred in connection with the Transactions or on behalf of the Acquired Entities that were taken into account in the final determination of the Purchase Price.
Transaction Tax Deductions means any item of deduction for income Tax purposes resulting from or attributable to (a) payment prior to or concurrently with the Closing of transaction bonuses, change-in-control payments, severance payments, retention payments, or similar payments made to Employees or other service providers of the Company, (b) the fees, expenses, and interest (including unamortized original issue discount and any other amounts treated as interest for federal income Tax purposes and any prepayment penalty or breakage fees or accelerated deferred financing fees) incurred by the Company with respect to the payment of the Closing Indebtedness, (c) the amount of investment banking, legal, and accounting fees and expenses paid or payable by the Company, (d) accelerated vesting of restricted stock held by Employees, and (e) the exercise or payment for cancellation of employee or other compensatory options, in each case arising in connection with the sale of the LLC Interests.