Transaction Tax Benefit has the meaning set forth in Section 9.09(b).
Transaction Tax Benefit means the Tax benefit actually realized by the Company or the Parent for the taxable year in which the Closing occurs that is attributable to the vesting or exercise in such taxable year of any option or other compensatory instrument and the expenses of the Company incurred in connection with the consummation of the Merger set forth on Schedule 1.1 hereto. For purposes of this Agreement the parties hereto agree that to the extent deductible in or prior to the taxable year such amount is paid or incurred, the items set forth on Schedule 1.1 hereto shall be deemed to have occurred in the Pre-Closing Period for purposes of (i) Section 12.6 of this Agreement (for purposes of determining the amount of Pre-Closing Taxes, if any) (ii) for purposes of determining whether representations related to Taxes are true and correct, and (iii) if paid or incurred prior to the Settlement Date, for purposes of Closing Date Working Capital.
Transaction Tax Benefit has the meaning set forth in Section 7.4(c).
Examples of Transaction Tax Benefit in a sentence
The Buyer shall prepare and submit to the Seller within five (5) days after the filing of any Tax Return for a Post-Closing Tax Period a schedule (along with all back-up calculations) setting forth the Transaction Tax Benefit calculation for Seller’s review, comment, and consent.
The Buyer and/or the Company and its Affiliates shall pay to the Seller any Transaction Tax Benefit (as defined below) realized.
The Buyer and/or the Company and its Affiliates shall timely and properly deliver all such documents, forms and other information as Seller may reasonably request which relate to the calculation of the Transaction Tax Benefit amount.
Without duplication, the Buyer will, within ten (10) days after filing any Tax Return for a Post-Closing Tax Period, forward to the Seller the amount of any Transaction Tax Benefit realized by the Buyer or any of its Affiliates (including the Company); provided, however, that if any Transaction Tax Benefit forwarded to Seller is later successfully challenged by the IRS, Seller shall promptly repay such amount to Buyer.
If, at any time following a payment by the Company to each Seller in respect of a Transaction Tax Benefit, the Company reasonably determines, whether as a result of a change in Legal Requirements, an administrative pronouncement, an audit, or otherwise, that the Transaction Tax Benefit giving rise to such payment should be reduced, then the Company shall notify Seller Representative of the amount of such reduction.
More Definitions of Transaction Tax Benefit
Transaction Tax Benefit means an actual reduction in the Tax liability (after taking into account any additional non-income Taxes such as payroll Taxes) of Parent, the Surviving Corporation or any Parent Group Member resulting from a Transaction Tax Deduction (treating such Transaction Tax Deduction as the last item claimed with respect to the applicable taxable period).
Transaction Tax Benefit means an amount equal to (A) the lesser of (x) the Estimated Transaction Tax Benefit and (y) in each case, to the extent that such amounts are deductible, 40% of the sum of, without duplication, (i) all out-of-pocket fees and expenses incurred by the Company and the Subsidiaries in connection with the Transactions contemplated hereby (including all items set forth in the definition of “Closing Transaction Expenses” regardless of whether such items remain unpaid as of the Closing), (ii) all success based fees of professionals (including investment bankers and other consultants and advisors) paid by or on behalf of the Company or the Subsidiaries in connection with the Transactions contemplated hereby, (iii) the 2007 Bonus Plan Payments and the amounts paid to the holders of Options in connection with the Transactions contemplated hereby, (iv) the portion of the Retention Bonus Payments paid on the Closing Date, and (v) the capitalized financing fees, costs and expenses that become currently tax deductible by Buyer, the Company or any of the Subsidiaries as a result of the Closing and the satisfaction of the Company Indebtedness on the Closing Date less (B) 40% of the positive difference, if any, between estimated federal taxable income of the Company and its Subsidiaries for the period ending with the Closing Date and $4,273,987; provided, that the result of (A) less (B) shall never be less than zero (0). For the avoidance of doubt, any amounts described in this definition that are payable in connection with the release of the Escrow pursuant to Section 9.7(d) shall be included in the definition of Transaction Tax Benefit assuming all such amounts will be released. For the purposes of this definition, Buyer shall cause the Company and the Subsidiaries to make an election under Revenue Procedure 2011-29, 2011-18 IRB, to treat 70% of any success based fees that were paid by or on behalf of the Company as an amount that did not facilitate the transactions contemplated under this Agreement and, therefore, treat 70% of such costs as deductible.
Transaction Tax Benefit means, with respect to a taxable period, the excess (if any) of (a) the Company’s cumulative liability for Taxes with respect to such taxable period, calculated by excluding all Transaction Tax Deductions reported by the Company on its Tax Return for such taxable period, over (b) the Company’s cumulative liability for Taxes with respect to such taxable period, calculated by taking into account such Transaction Tax Deductions (to the extent permitted by applicable Tax Law).
Transaction Tax Benefit means any reduction in the Taxes of the Corporation (including any successor entity resulting from an amalgamation or other merger thereof) in respect of a taxation year or other fiscal period which ends as a result of signing this Agreement or the Closing or any subsequent taxation year or other fiscal periods, resulting from the utilization of a Transaction Tax Deduction (or the application of a loss resulting from the utilization of a Transaction Tax Deduction), being the amount by which the liability for Taxes of the Corporation or the Purchaser relevant to such period calculated by taking into account the Transaction Tax Deduction (or loss) is less than the liability for Taxes of the Corporation or the Purchaser relevant to such period calculated by excluding the Transaction Tax Deduction (or loss).
Transaction Tax Benefit means the Tax benefit attributable to the aggregate expenses resulting from the payment of any bonuses, any payments for any restricted stock, non-qualified options or stock appreciation rights, or any other compensatory payments, management, advisory or consulting fees and other similar items, any capitalized financing costs and expenses (including any loan fees, any costs related to the redemption of any Indebtedness, any costs related to prepayment penalties or premiums and any accrued (and not previously deducted) original issue discount on any Indebtedness of RFG), in each case which may become deductible in the current taxable year by Surviving RFG in connection with the transactions contemplated hereby, as well as any other deductions of Surviving RFG in the current year incurred in connection with the transactions contemplated hereby net of Tax costs in connection therewith in each case, which have not otherwise been borne by the Securityholders.
Transaction Tax Benefit means any deduction, credit, refund, offset, benefit or other item that reduces Taxes payable by, or increases refunds or other payment of funds from a Taxing Authority to, Purchaser, the Company or Surviving Corporation, as the case may be, or their respective Affiliates, that arises from or is otherwise related to the consummation of the Transactions by the Company, the Surviving Corporation and their respective Subsidiaries and the Sellers, including Tax benefits arising from or related to (i)deductions arising from the retirement of debt of the Company, the Surviving Corporation and their respective Subsidiaries, including call premiums, unamortized debt issuance expenses, and related items, (ii) the 163(j) Amount; (iii) write-off of capitalized fees relating to previous financings of the Company and (iv) deductions attributable to the cash-out of Options as contemplated by this Agreement (the Transaction Tax Benefits referred to in items (i) through (iv) being referred to as the "Identified Transaction Tax Benefits"). Except as set forth in Section 2.9, a Transaction Tax Benefit shall be treated as being realized when (A) a refund reflecting such Transaction Tax Benefit is received from a Taxing Authority; (B) an estimated Tax payment reflecting such Transaction Tax Benefit is made to a Taxing Authority; (C) final Tax payment is made with any Tax Return reflecting such Transaction Tax Benefit; or (D) such Transaction Tax Benefit is otherwise used to reduce Taxes payable by, or to increase refunds or other payments from a Taxing Authority to, Purchaser, the Company or Surviving Corporation, as the case may be, or their respective Affiliates.
Transaction Tax Benefit means the Tax deduction afforded to Parent, the Company and/or any of their Affiliates as a result of the payment of the Option Settlement Payments, the payment of the Closing Seller Expenses and the payment of Change of Control Payments Amount pursuant to this Agreement.