6Tax Matters Clause Samples
6Tax Matters. (a) Except to the extent any portion of the CVR Payment Amount is required to be treated as interest pursuant to applicable Law, the Buyer Entities intend that, for all U.S. federal and applicable state and local income tax purposes, (i) the CVRs received in respect of Company Common Stock will be treated as additional consideration paid with respect to such Company Common Stock in connection with the Offer or the Merger, as the case may be and (ii) any CVR Payment Amount received in respect of such CVRs is treated as an amount realized on the disposition or partial disposition of the applicable CVRs. The Buyer Entities and its Affiliates (including the Company after the Merger) shall (and the Buyer Entities shall instruct the Rights Agent to) report for all Tax purposes in a manner consistent with the foregoing (including as relates to any interest), and none of the parties will take any position to the contrary on any U.S. federal, state and local Tax Returns or for other U.S. federal and applicable state and local income tax purposes, unless otherwise required by changes in applicable Law or a “determination” within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state or local Law).
(b) In addition to any Permitted Deductions, the Buyer Entities and its Affiliates (including the Company after the Merger) and the Rights Agent shall be entitled to, and the Buyer Entities will instruct the Rights Agent or its applicable Affiliate to, deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount or any other amounts otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld therefrom under applicable Tax Law. Prior to making (or causing to be made) any Tax deduction or withholding pursuant to this Section 2.6(b), the Rights Agent will (and the Buyer Entities shall instruct the Rights Agent to) provide the opportunity for the Holders to provide properly completed and duly executed Internal Revenue Service Forms W-9 or applicable Form W-8, as applicable, or any other reasonably appropriate forms or information from Holders in order to eliminate or reduce withholding. The Rights Agent shall and the Buyer Entities shall (or shall cause its applicable Affiliate to), as applicable, promptly and timely remit, or cause to be promptly and timely remitted, any amounts withheld in respect of Taxes to the appropriate Governmental Body. To the extent any am...
6Tax Matters. The Seller will prepare and file the corporate income tax returns for all Target Companies for return periods ending before or at the Closing Date and, as appropriate, address all queries relating to these returns from the relevant Tax Authorities. The Purchasers shall provide access to the Seller and its professional advisors (being subject to professional secrecy) of such information that is relevant and is reasonably necessary to address these returns covering periods up to the Closing Date and the Seller will keep the Purchasers fully informed of the status and any actions taken with respect to these matters, including copies of relevant documentation. The Purchasers shall also have the right to review such returns and correspondence with respect to the Tax Authorities prior to submission and the Parties agree to consult and resolve in good faith any issues arising as a result of such review by the Purchaser. After the Closing Date, the Parties will provide and will cause their Affiliated Companies to provide the other Party with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return, determining a liability for Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Without limiting the scope of the foregoing, the Parties shall each make available to the other, as reasonably requested, all information, records or documents in their possession relating to all Tax matters and Tax Returns of the Target Companies for all tax periods prior to or including the Closing Date and shall preserve all such information, records and documents until sixty days after the expiration of any applicable Tax statute of limitations or extensions thereof.
6Tax Matters. Seller has had an opportunity to review with its, his or her own tax advisors the tax consequences of the Transactions. Seller understands that it must rely solely on its advisors and not on any statements or representations made by Acquiror, the Company or any of their agents or representatives. Seller understands that Seller (and not Acquiror or the Company) shall be responsible for any tax liability for Seller that may arise as a result of the Transactions.
6Tax Matters. If the Closing occurs, the Parties agree that the consummation of the Acquisition is intended by each of the Parties to be characterized for U.S. federal and all applicable U.S. state income tax purposes as Cyprium’s sale, transfer and assignment to Sentynl, and Sentynl’s acquisition and purchase of, all of Cyprium’s right, title, and interest in and to the Purchased Assets (i.e., as a “purchase and sale” of property, and not as a “license” by Cyprium (each such term as defined for U.S. federal income tax purposes) with respect to such Purchased Assets). Consistent with the foregoing, it is further agreed that the Parties further intend that the payments of the Upfront Payment, the NDA Acceptance Payment, the Purchase Price, and the Royalty Payments from Sentynl to Cyprium pursuant to this Agreement, to the extent allocable to the Acquisition, are to be characterized for U.S. federal and all applicable U.S. state income tax purposes as part of the purchase price paid or payable by Sentynl to Cyprium in respect of such purchase and sale of property. The Parties covenant and agree to prepare and file their respective Tax returns in a manner consistent in all respects with the foregoing intended income Tax characterization of the transactions contemplated hereby, except as otherwise required by applicable Law following any challenge thereto by an applicable Governmental Authority.
6Tax Matters.
(a) Returns. Each of the Company and Parent have timely filed (taking into account all validly filed extensions) all Tax Returns required to be filed by or on behalf of the Company and Parent prior to the Closing Date, and all such Tax Returns are true, correct, and complete in all material respects. All Taxes due and owing by the Company and Parent or on behalf of the Company and Parent (whether or not shown as due on any tax Return) have been paid. Except as set forth on Section 3.6(a) of the Disclosure Schedule, no extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company or Seller that have not expired, and no such extension or waiver has been requested.
6Tax Matters. Seller shall prepare and file or cause to be prepared and filed when due (taking into account valid extensions), all Tax Returns of or with respect to the Purchased Assets that are required to be filed on or before the Closing Date.
6Tax Matters. (a) The Purchaser Parties and Seller shall take all actions, including the execution and delivery of such certificates and other documents, reasonably required to obtain lawful exemptions and otherwise lawfully minimize all transfer, documentary, sales, use, stamp, registration, vehicle transfer and other such Taxes imposed by any Governmental Authority and all recording or filing fees and notarial fees, if any, incurred in connection with the Transfer of the Purchased Assets under this Agreement. However, any and all transfer, documentary, sales, use, stamp, registration, vehicle transfer and other such Taxes imposed by any Governmental Authority and all recording or filing fees and notarial fees, if any, incurred in connection with the Transfer of the Purchased Assets under this Agreement shall be borne ½ by Seller and ½ by Purchaser.
(b) Seller will cause to be included in its Tax Returns for all taxable periods or partial periods ending on or before the Closing Date, all revenue and expense relating to the operations of the Business during such periods or partial periods. Seller will prepare and timely file or cause to be prepared and timely filed all such Tax Returns with the appropriate Governmental Authorities. Seller will make all payments of Tax shown to be due and owing in such Tax Returns. Purchaser will cause to be included in its Tax Returns for the taxable period or partial periods including or beginning on the Closing Date, all revenue and expense relating to the operations of the Business during such periods or partial periods. Purchaser will prepare and timely file or cause to be prepared and timely filed all such Tax Returns with the appropriate Governmental Authorities. Purchaser will make or cause to be made all payments of Tax shown to be due and owing in such Tax Returns.
(c) Seller and Purchaser shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit or other examination by any Governmental Authority or judicial or administrative proceedings relating to liability for Taxes for any period that ends on or includes the Closing Date, (ii) each retain and provide the other with any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding or determination that affec...