Additional Covenants As To Tax Matters Sample Clauses

Additional Covenants As To Tax Matters. Except to the extent required by any Law, the Buyer and its Affiliates shall not, without the prior written consent of Day and Baron, which consent shall not be unreasonably withheld, amend any return for any Tax filed by or with respect to the Company for any taxable period, or portion thereof, beginning before the Closing Date. After the Closing Date: (.1) each party shall assist (and cause its Affiliates to assist) the other in preparing any returns for any Tax due on account of the assets or operations of the Company which such other party is responsible for preparing and filing; (.2) each party shall cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any such returns and payments in respect thereof; (.3) each party shall make available to the other and to any taxing authority as reasonably requested all relevant books and records relating to Taxes; (.4) each party shall provide timely notice in writing to the other of any pending or proposed audits or assessments with respect to Taxes for which such other party or any of its Affiliates may have liability under or pursuant to this Agreement; (.5) each party shall furnish the other with copies of all relevant correspondence received from any taxing authority in connection with any audit or information request with respect to any Taxes referred to in this paragraph; and (.6) the party requesting assistance or cooperation shall bear the other party's out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third party service providers.
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Related to Additional Covenants As To Tax Matters

  • Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

  • Certain Additional Covenants (a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral.

  • Additional Covenants of the Parties Section 7.1.

  • Additional Covenants of the Seller The Seller hereby covenants and agrees with the Depositor as follows:

  • Additional Covenants of Servicer (a) Unless required by Applicable Law or court order, at the direction of a regulatory authority or, as evidenced by an Opinion of Counsel, in accordance with regulatory guidance, the Servicer will not release the Financed Vehicle securing each such Receivable from the security interest granted by such Receivable in whole or in part except (a) in the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices, (b) in connection with the repossession and liquidation of such Financed Vehicle or (c) as may be required by an insurer in order to receive proceeds from any Insurance Policy covering such Financed Vehicle.

  • Additional Covenants of the Company The Company further covenants and agrees with each Underwriter as follows:

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws.

  • Additional Covenant In Section 4 add a new paragraph as follows:

  • Additional Covenants of Stockholder Stockholder hereby covenants and agrees that until the Termination Date:

  • Additional Covenants and Agreements of the Parties 6.1 IMPLEMENTATION TEAM. The Parties will form a team (the "Implementation Team") to oversee the activities contemplated by this Agreement. The Implementation Team will be comprised of three (3) members from each Party. Each Party will appoint a member representing each of manufacturing, marketing/sales and regulatory. Either Party may change its representative(s) on the Implementation Team at any time by providing prior written notice to the other Party. Unless otherwise agreed to by the Parties, after the Closing Date, the Implementation Team will meet (in person or by telephone or video conference) at least one (1) time each Calendar Quarter upon no less than thirty (30) days prior written notice from one Party to the other to discuss any matters arising out of a Party's performance (or non-performance) of its obligations under this Agreement. The Implementation Team will initially be responsible for creating detailed operational plans for the transition contemplated by this Agreement; provided, however, that the activities contemplated by the foregoing will not take place until after the Closing Date to the extent doing so would be in violation of Applicable Law. The detailed operational plans will include a time line and clear understanding of roles and responsibilities contemplated by this Agreement. The Implementation Team will also have responsibility for coordinating effective communication of progress and issues that arise between the Parties. Special meetings of the Implementation Team may be called by either Party upon no less than thirty (30) days' prior written notice to the other Party, which notice must be accompanied by a written agenda of items to be discussed at such special meeting.

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