Certain Tax Issues Sample Clauses

Certain Tax Issues. Each Roll-Over Investor and Mezzanine Investor has reviewed with his or her own tax and legal advisors the federal, state, local and foreign tax consequences of such Roll-Over Investor’s or Mezzanine Holder’s acquisition of shares of Capital Stock and the transactions of and contemplated by this Agreement and the Merger Agreement. Each Roll-Over Investor and Mezzanine Investor is relying solely on such advisors and not on any statements of GEI, the Company or any of their respective agents with respect to such tax consequences. Each Roll-Over Investor and Mezzanine Investor understands that it, he or she (and not GEI or the Company) shall be responsible for their own tax liability that may arise as a result of such Roll-Over Investor’s or Mezzanine Investor’s acquisition of shares of Capital Stock or the transactions contemplated by this Agreement and the Merger Agreement. Each Roll-Over Investor and Mezzanine Investor understands that it may be beneficial in certain circumstances to elect to be taxed as of the date of its, his or her acquisition of shares of Capital Stock rather than when certain restrictions set forth in this Agreement lapse by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with the Internal Revenue Service within 30 days from the Award Date. EACH ROLL-OVER INVESTOR AND MEZZANINE INVESTOR ACKNOWLEDGES THAT IT IS HIS OR HER RESPONSIBILITY AND NOT GEI OR THE COMPANY’S RESPONSIBILITY TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF SUCH ROLL-OVER INVESTOR OR MEZZANINE INVESTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF. Each Roll-Over Investor and Mezzanine Investor acknowledges that nothing in this Agreement constitutes tax advice.
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Certain Tax Issues. (a) Seller shall, at Buyer's reasonable request, provide such information relating to the A/V Business in its possession as Buyer reasonably deems necessary for the purposes of preparing tax returns Buyer files with respect to periods after the Closing.
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Certain Tax Issues. (a) The Partners intend that the Purchaser will qualify, and maintain its status, as a domestically controlled qualified investment entity for purposes of Section 897(h) of the Code. The General Partner will use commercially reasonable efforts to ensure that the Purchaser so qualifies and maintains such qualification. The General Partner shall use commercially reasonable efforts to ensure that following the Closing no direct interest, or to the extent the General Partner has consent over such transfers, indirect interests, in the Purchaser (other than an interest held through SAFANAD) is acquired by any person that is not a U.S. person for purposes of determining whether the Purchaser qualifies as a domestically controlled qualified investment entity and, subject to the Permitted NHI Transfer which shall in no event require the consent of any Partner, the Transfer of 1051492.09-NYCSR02A - MSW any direct or indirect interest in the Purchaser (other than an interest held through SAFANAD) to any person that is not a U.S. person for purposes of determining whether the Purchaser qualifies as a domestically controlled qualified investment entity will require the prior written consent of SAFANAD (it being acknowledged and agreed that the foregoing shall not restrict the transferability of interest in the Purchaser in accordance with Section 12.4(g)). Notwithstanding the foregoing, the foregoing restrictions set forth in this Section 3.12 shall be subject to the fiduciary duties of NHI and its board of directors to its shareholders and to other constituencies.
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Certain Tax Issues. GS shall have received an opinion from its counsel, Sullxxxx & Xromxxxx, xxat the Overall Transaction shall be treated as a loan for federal income tax purposes.
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Certain Tax Issues. The exact manner of the ------------------ contribution of each Liberty Media Group Asset by Liberty Media Corporation, Stockholder, AGI and Liberty AGI to Liberty Media Group LLC (i.e. whether an asset shall be contributed directly or whether the equity interests of a Person owning the asset shall be contributed) shall to the extent practicable be designed to ensure, on both an immediate and an on-going basis, the most efficient tax treatment to Liberty Media Group LLC and all of its members, after taking into consideration contractual and regulatory restrictions on the transfer of assets. To the extent that the contribution of any Liberty Media Group Asset in the manner contemplated by Liberty Media Corporation, Stockholder, AGI or Liberty AGI would result in the recognition of income or gain pursuant to Treasury Regulations governing consolidated federal income tax revenues and conveyance of such Liberty Media Group Asset by any alternative means would not result in the recognition of such income or gain, such Liberty Media Group Asset will be conveyed by such alternative means. If no such alternative means of conveying such Liberty Media Group Asset exists, Liberty Media Corporation, Stockholder, AGI or Liberty AGI, as applicable, and Liberty Media Group LLC shall, at the option of Liberty Media Group LLC, enter into an agreement providing that (a) such Liberty Media Group Asset shall not be contributed to Liberty Media Group LLC hereunder and (b) to the extent permissible without causing the recognition of income or gain, Liberty Media Group LLC shall have the exclusive and irrevocable power to direct the management, disposition and, if applicable, voting rights of such Liberty Media Group Asset and shall have the exclusive right to receive any and all proceeds of any such disposition.
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Certain Tax Issues. The Purchaser has not incurred any material Federal or state tax obligations that are not the subject of or disclosed in the Plan of Reorganization.
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Certain Tax Issues. Notwithstanding anything to the contrary in this Agreement (including, without limitation, Section 6.14), on or prior to the date that is eleven months after the Closing Date, Sellers shall, at Sellers’ sole cost and expense (less any net Tax overpayment made collectively by the Purchased Companies and their Subsidiaries for time periods commencing after August 13, 2003 and prior to the Effective Time, but without duplication under Section 6.14(d)), cause the Tax issues set forth in Schedule 6.16 to be cured as further described in such Schedule.
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Certain Tax Issues 
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Related to Certain Tax Issues

  • Certain Tax Consequences In the event that the Executive becomes entitled to the payments and benefits described in this Section 5 (the "Severance Benefits"), if any of the Severance Benefits will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of an Excise Tax on the Severance Benefits and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 5, shall be equal to the Severance Benefits. For purposes of determining whether any of the Severance Benefits will be subject to the Excise Tax and the amount of such Excise Tax,

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, shall be paid by the Acquiror Principal Shareholder when due, and the Acquiror Principal Shareholder will, at their expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, the Acquiree will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Certain Tax Considerations .... 4 Originally Anticipated Term of the Partnership; General Policy Regarding Sales and Refinancings of Partnership Properties; Alternatives........................................... 4 Conditions..................................................................................................

  • Gross-up for Certain Taxes 6.1.1 If it is determined by the Company’s independent auditors that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 6.6 and 6.7, within five business days after such determination, pay the Executive an amount (the “Gross-up Payment”) equal to the product of:

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Tax Issues The parties agree that the payments and benefits provided under this Agreement, and all other contracts, arrangements or programs that apply to him/her, shall be subject to Section 16 of the Employment Agreement.

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

  • Certain Taxes and Fees All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

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