Transaction Tax Deductions means the aggregate amount of any Tax deductions relating to (i) any pay down or satisfaction of the Closing Debt Amount, (ii) Company Transaction Expenses and (iii) any other deductible payments that are attributable to the transactions contemplated hereby and economically borne by the Seller Parties. For this purpose, and for all purposes of this Agreement, seventy percent (70%) of any success-based fees shall be treated as deductible and as Transaction Tax Deductions in accordance with Revenue Procedure 2011-29.
Transaction Tax Deductions means any amounts attributable to the payment of Transaction Expenses, including any payments made by any of the Acquired Companies to employees which are triggered by the transactions contemplated by this Agreement, in each case, which amounts are deductible by the Acquired Companies at a “more likely than not” or higher confidence level in a Pre-Closing Period, as determined by the Purchaser.
Transaction Tax Deductions means items of loss or deduction, including any increase in any net operating loss carryback or carryover, resulting from or attributable to the following items to the extent arising in connection with the transactions contemplated by this Agreement: (i) any transaction bonuses, change-in-control payments, severance payments, retention payments, or similar payments made to employees or other service providers of the Company and its Subsidiaries, (ii) any investment banking, legal, accounting, and other fees and expenses paid or payable by of the Company and its Subsidiaries, (iii) any fees, expenses, premiums, and penalties with respect to the prepayment of debt (including items arising from the write-off or acceleration of the amortization of deferred financing costs incurred by the Company and its Subsidiaries with respect to the payment of any Indebtedness), (iv) any cost or expense arising in connection with the accelerated vesting of restricted stock held by employees of the Company and its Subsidiaries, and (v) any cost or expense arising in connection with the exercise or payment for cancellation of employee or other compensatory options held by employees of the Company and its Subsidiaries. For the avoidance of doubt, Transaction Tax Deductions shall only include, to the extent permitted to be deducted by Law, items of loss or deduction, including any increase in any net operating loss carryback or carryover, resulting from or attributable to (A) severance payments paid to employees or other service providers of the Company and its Subsidiaries in a Pre-Closing Tax Period and (B) severance payments to be paid to employees or other service providers of the Company and its Subsidiaries that have been accrued and included as a current Tax liability in the determination of Net Working Capital and taken into account in determining the amount of the Purchase Price pursuant to Article III. Any other severance payments paid or to be paid to employees or other service providers of the Company and its Subsidiaries shall be attributable solely to a Post-Closing Tax Period for Tax purposes. For the avoidance of doubt, “Transaction Tax Deductions” will not include any items of loss or deduction, including any increase in any net operating loss carryback or carryover, resulting from or attributable to any incentive bonus payments made after December 31, 2014.
Examples of Transaction Tax Deductions in a sentence
Any Transaction Tax Deductions that are allowable in a Straddle Period shall be treated for purposes hereof as allocable to the Pre-Closing Tax Period.
More Definitions of Transaction Tax Deductions
Transaction Tax Deductions has the meaning set forth in Section 5.4(b)(iv).
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 has the meaning specified in Section 7.1(a)(v).
Transaction Tax Deductions means, without duplication and to the extent “more likely than not” deductible under applicable Income Tax Law, any Income Tax deductions attributable to or relating to (a) any pay down or satisfaction of Indebtedness, including the Debt Payoff Amount, as well as any related fees and expenses (including any breakage fees or accelerated deferred financing fees), in each case, economically borne by Seller, (b) any Transaction Expenses and the amount of any expenses paid by any Group Company prior to the Closing that would be treated as Transaction Expenses if paid at or after the Closing, and (c) any other deductible payments, costs, or expenses attributable to the transactions contemplated by this Agreement and economically borne by Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.
Transaction Tax Deductions means any Tax deduction attributable to the payment of the Echo Holdco Transaction Expenses (as defined in the Contribution Agreement), the Debt Breakage Costs (as defined in the Contribution Agreement), amounts in respect of Echo Holdco Options (as defined in the Contribution Agreement) and payroll taxes paid thereon, and any current tax deduction resulting from payments on the Closing Date of any unamortized financing costs of the Corporate Taxpayer or any of its Subsidiaries.
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
Transaction Tax Deductions means (X) the amount of deductions attributable to the exercise or cancellation of Options, including the payment of the Option Consideration and (Y) to the extent they are paid on or before the Closing by any Company Entity or constitute a Transaction Expense or Indebtedness, without duplication, the aggregate amount of (a) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity or similar payments made or to be made by any Company Entity in connection with or resulting from the Closing; (b) all fees, expenses, prepayment premiums and interest (including amounts treated as interest for federal income Tax purposes) and any breakage fees or accelerated deferred financing fees incurred by any Company Entity, plus the write-off of any deferred financing fees, in each case, with respect to the payment of Indebtedness in connection with the Closing; (c) all fees, costs and expenses incurred by any Company Entity in connection with or incident to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including any such legal, accounting and investment banking fees, costs and expenses; (d) any fees paid by a Company Entity under any applicable management agreement(s) in connection with the Closing; and (e) any employment Taxes paid by a Company Entity with respect to the amounts set forth in clauses (X) or (Y) of this definition. To the extent permitted by applicable Law, the parties hereto shall apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any success based fees for purposes of the foregoing clause (Y)(c).