Deduction items Sample Clauses
Deduction items. Except as other- wise provided in this section, any item of deduction properly taken into ac- count during the recognition period is recognized built-in loss if the item would have been properly allowed as a deduction against gross income before the beginning of the recognition period to an accrual method taxpayer (dis- regarding any method of accounting for which an election by the taxpayer must be made unless the taxpayer ac- tually used the method when it was a C corporation). In determining whether an item would have been properly al- lowed as a deduction against gross in- come by an accrual method taxpayer for purposes of this paragraph, section 461(h)(2)(C) and § 1.461–4(g) (relating to liabilities for tort, worker’s compensa- tion, breach of contract, violation of law, rebates, refunds, awards, prizes, jackpots, insurance contracts, war- ranty contracts, service contracts, taxes, and other liabilities) do not apply.
Deduction items. Not fewer than five Business Days prior to the Distribution Date, Harr▇▇ ▇▇▇ll prepare and deliver to Lani▇▇ ▇▇ itemized estimate of the credit items (collectively, the "Deduction Items") set forth on Schedule 2.4(a). Prior to the Distribution Date, Harr▇▇ ▇▇▇l cause the aggregate balance of the intercompany payables owed by the Lani▇▇ ▇▇▇up to the Harr▇▇ ▇▇▇up to be reduced by an amount equal to the aggregate amount of the Deduction Items. The parties agree that the Deduction Items will not be settled by means of cash transfers.
Deduction items. (a) Deduction Items shall mean the following items, in each case to the extent that they: (i) do not constitute Permitted Items as set out in Exhibit 3.2; (ii) have not been permitted by the Purchaser in writing (which permission expressly states that such matters constitute Permitted Items) to the Seller; or (iii) have not been included as deduction items in the equity bridge set out in Exhibit 3.2(a) (the Equity Bridge):
(i) any costs, financial penalties (including increased interest payments) or pre-payment or other fees paid by any Target Company after the Locked Box Accounts Date, increased interest payment obligations or other payment obligations outstanding under the Finance Documents, accrued or contingent, as of the Closing Date and in each case resulting from, or in connection with, any covenant breaches prior to and including the Closing Date, or waivers or curing thereof, under the Finance Documents;
(ii) any payments (in cash or in kind) made after the Locked Box Accounts Date by any Target Company, or any obligations or liabilities of any Target Company, accrued or contingent as of the Closing Date to pay to transaction advisers, brokers, finders, consultants, investment banks, lawyers or other advisers for services rendered in connection with the Proposed Transaction (save for any costs, payments, expenses, obligations or liabilities incurred by the Target Companies in connection with the Target Companies’ or the Seller’s compliance with clauses 8.9 to 8.11 or to be borne by the Purchaser in accordance with clause 8.14);
(iii) any payments (in cash or in kind) made after the Locked Box Accounts Date by any Target Company of, or any obligations or liabilities of any Target Company, accrued or contingent as of the Closing Date to pay any exit, change of control, transaction, retention or similar bonuses to board members, directors, officers or employees of any Target Company (including any wage taxes, wage withholding taxes and social security contributions related to any of the foregoing) in connection with the Proposed Transaction to the extent they are not part of, or in connection with, the management retention bonus scheme of the Target Companies known as the “MLT Retention Bonus Scheme” existing at the date of this Agreement (the Scheme) (for the avoidance of doubt including wage taxes, wage withholding taxes and social security contributions related to the Scheme);
(iv) any payments (in cash or in kind) made after the Locked Box Accoun...