Transaction Deductions. To the extent permitted by Applicable Law, the Buyer and the Sellers shall each be allocated the income Tax deduction attributable to any transaction expense for which each party bears the economic detriment.
Transaction Deductions. Buyer and Sellers acknowledge and agree that as between them, Sellers shall be entitled, to the extent permitted by applicable Law, to claim and reflect all of the Transaction Deductions on the federal and state Tax Returns of the Company and its subsidiaries for the Pre-Closing Tax Periods (and allocated the pre-Closing portion of any Straddle Period), and Buyer shall not claim any of the Transaction Deductions on the Tax Returns of Buyer or the Company and its subsidiaries in a taxable period commencing after the Closing Date, except to the extent required by Tax Law.
Transaction Deductions. Transaction Deductions shall be allocated to, and deducted in, a taxable period of the Company ending on the Closing Date to the extent permitted by Applicable Law, and Transaction Deductions for any Straddle Period shall be attributed to the portion of such Straddle Period ending on and including the Closing Date. For purposes of the foregoing, the Parties agree to cause the Company to adopt the seventy percent (70%) safe harbor (and to include the applicable election statements with the appropriate Tax Returns) with respect to the deduction of any “success-based fees” in accordance with IRS Revenue Procedure 2011-29 to the extent that the transactions contemplated herein are properly treated as a “covered transaction” within the meaning of Treasury Regulations Section 1.263(a)-5 (it being understood that nothing in this Section 6.5(i) shall be interpreted as a representation that any expense is a “success based fee” or that the transactions contemplated herein are properly treated as a “covered transaction”).
Transaction Deductions. The Buyer and the Sellers shall each be allocated the income Tax deduction attributable to any Transaction Expense for which each party bears the economic detriment. For purposes of clarity, any income Tax deduction attributable to a Transaction Bonus shall be reflected in the Pre-Closing Tax Periods and shall not be deducted by the Buyer or any Affiliate thereof, including any Target Company after the Closing.
Transaction Deductions. All items of loss, deduction or credit of the Company or any of its Subsidiaries resulting from or attributable to (i) the repayment of Indebtedness in connection with the Closing or as contemplated by this Agreement, (ii) the payment of Company Transaction Expenses, and (iii) payments in respect of Vested Options made pursuant to this Agreement, shall be included as deductions on the applicable Tax Returns of the Company and its Subsidiaries for the Pre-Closing Period (and the hypothetical Tax period that is the portion of any Straddle Period that is deemed to end on the Closing Date under this Agreement) that are filed on or after the Closing Date, except to the extent a tax accountant at a regionally or nationally known accounting or law firm provides a reasoned memo to Buyer (with a copy to Shareholders’ Representative) concluding that there is not at least a “more likely than not” position for the item to be treated as deductible in the Pre-Closing Period (or the pre-Closing portion of the Straddle Period) under applicable Law.
Transaction Deductions. (a) To the extent permitted by applicable Legal Requirements, the Transaction Deductions shall be reported on applicable income Tax Returns as income tax deductions of the applicable Acquired Company for the Tax year that includes the Closing Date and shall not be treated or reported as income tax deductions for a year or period beginning after the Closing Date (including under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any comparable or similar provision under state or local Legal Requirements).
Transaction Deductions. With respect to Pre-Closing Returns that are income Tax Returns or returns relating to corporation Tax, any Transaction Deductions shall be deducted for such income Tax or as the case may be corporation Tax purposes in the Pre-Closing Tax Period of the applicable member of the Company Group to the extent more likely than not permitted by Law. For purposes of this Agreement, “Transaction Deductions” means amounts payable by a member of the Company Group (and not amounts payable by any other person which may be satisfied by a member of the Company Group) that are deductible for applicable income Tax or, as the case may be, purposes in the Pre-Closing Tax Period that are incurred by the applicable member of the Company Group in connection with the following: (i) any amounts included in Closing Transaction Expenses, as finally determined pursuant to this Agreement and (ii) the fees, expenses and interest (including amounts treated as interest for U.S. federal income Tax purposes and any breakage fees or accelerated deferred financing fees) with respect to the payment of Indebtedness of the Company Group outstanding as of the Measurement Time, as finally determined pursuant to this Agreement.
Transaction Deductions. Taxes of the Company Group or SpinCo Group for Pre-Closing Periods shall be calculated by treating all Transaction Deductions as deducted in the Pre-Closing Period.
Transaction Deductions. Buyer and Sellers agree that in connection with the preparation and filing of Income Tax Returns of or with respect to the Company, to the extent permitted by applicable Law any deductions and/or losses of or with respect to Company Indebtedness, Employee Payments, and Transaction Expenses shall be claimed in taxable periods, or portions thereof, ending on or before the Closing Date and that the Company shall claim any available election under the safe harbor provisions contained in Revenue Procedure 2011-29, 2011-18 I.R.B. 746, with respect to any “success-based fees”.
Transaction Deductions. The members of the Company Group shall make a timely election under Revenue Procedure 2011-29, 2011-18 I.R.B. 746, to apply the seventy percent (70%) safe-harbor to any Transaction Expenses that are “success based fees” as defined in Treasury Regulation Section 1.263(a)-5(f); To the extent allowed under applicable Law, all Transaction Deductions shall be allocated to the taxable period (or portion thereof) that ends on the Closing Date.
