Additional Tax Covenants. (i) The Buyer covenants that without obtaining the prior written consent of the Stockholder’s Representative, such consent not to be unreasonably withheld, conditioned or delayed, it will not, and will not cause or permit the Buyer, the Surviving Entity or any Affiliate of the Buyer or Surviving Entity, to (A) take any action on or after the Closing Date other than in the ordinary course of business that could give rise to any Tax liability of the Stockholders or any indemnification obligation of the Stockholders under this Agreement, or (B) make or change any material Tax election, amend any Tax Return, take any Tax position on any Tax Return, make a voluntary disclosure, file a Tax Return for one of the Company that was not historically filed by the Company, or compromise or settle any Tax liability, in each case if such action could give rise to any Tax liability of the Stockholders or any indemnification obligation of the Stockholders under this Agreement or reduce any Tax asset of the Company with respect to any Pre-Closing Tax Period.
(ii) After the Closing Date, the Surviving Entity and the Buyer will not, without obtaining the written consent of the Stockholder’s Representative, agree to the waiver or any extension of the statute of limitations relating to any Taxes of the Company for any Pre-Closing Tax Period.
(iii) The Parties hereby agree and acknowledge that the Tax deductions associated with the transactions contemplated by this Agreement (including any Transaction Payments) shall be allocated to (and deemed to have been incurred in) the Pre-Closing Tax Periods of the Company to the extent permitted by applicable Law.
Additional Tax Covenants. Except as expressly contemplated or permitted in this Agreement or the other Transaction Documents, from the date hereof until the first to occur of (x) a Qualified MCK Exit and (y) the expiration or termination of the MCK Exit Window and (z) the expiration or termination of the IPO Preference Period prior to the occurrence of a Qualified IPO (any event described in (x), (y) or (z), a “Covenant Termination”), each of Echo and the Company shall not (i) (I) enter into “an agreement, understanding, arrangement, or substantial negotiations” (within the meaning of Treasury Regulation Section 1.355-7(b)(2)) or (II) otherwise engage in any discussions in any form, in each case with respect to the acquisition, directly or indirectly, of Echo, SpinCo and/or the Company; or (ii) (I) sell or otherwise dispose of any assets of the Controlled Business (as defined in the form of Tax Matters Agreement attached hereto as Exhibit E); (II) contribute, or cause to be contributed, any Controlled Business assets to any subsidiary of the Company (other than a subsidiary that is treated as disregarded from the Company for U.S. federal income tax purposes); (III) distribute, or cause to be distributed, any Controlled Business assets; or (W) discontinue, or permit to be discontinued, any activities of the Controlled Business, other than, in each case in this clause (ii), in the ordinary course of business. Each of Echo and the MCK Members shall use its commercially reasonable efforts to prevent any Person who acquires the stock of MCK in a Tainting Acquisition (as defined in the Contribution Agreement) from participating in any Exchange Offer. This Section 11.04(e) shall be construed on the basis of the tax law and regulations in effect as of the date of this Agreement.
Additional Tax Covenants. (i) Barnabus shall timely prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns of the Company for any taxable year or period ending on or before the Closing Date which are not required to be filed on or before the Closing Date. Barnabus shall permit the Stockholders' Representative and his professional advisors to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholders' Representative.
(ii) Barnabus shall timely prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns of the Company for any taxable year or period commencing prior to the Closing Date and ending subsequent to the Closing Date. Barnabus shall permit the Stockholders' Representative and his professional advisors to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholders' Representative.
(iii) The Tax Returns referred to in Sections 11.7(a)(i) and 11.7(a)(ii) shall, to the extent not otherwise required by Law, be prepared in a manner consistent with the Company's past practice (including any Tax elections and methods of accounting) as disclosed to Barnabus.
(b) Any Tax refunds that are received by Barnabus, Exchangeco or the Company, and any amounts credited against Tax to which Barnabus, Exchangeco or the Company become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the Company.
(i) Barnabus, Exchangeco and the Company, on one hand, and Norman Dodd and Don Rogers, on the other hand, shall cooperate fully, xx xxx xx the exxxxx xxxxonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 11.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company agrees (x) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning ...
Additional Tax Covenants. (a) Buyer shall not make an election under section 338(g) of the Code in respect of any of the Target Group Companies without the prior written consent of General Motors.
(b) Without the prior written consent of General Motors (which may be withheld in General Motors’s reasonable discretion), Buyer and its Affiliates shall not permit any Section 8.9 Company to, and no Section 8.9 Company shall:
(i) with respect to Section 8.9 Companies whose Shares are being sold pursuant to this Agreement (or, any Section 8.9 Company that is indirectly held, to the extent such indirect ownership is through entities that are transparent for U.S. federal income tax purposes) make any distributions treated as dividends for U.S. federal income tax purposes or enter into any transactions resulting in dividends for U.S. federal income tax purposes, in each case after the Closing Date and during the taxable year of such Section 8.9 Company that includes the Closing Date (including dividends that are treated as made during such period by virtue of a retroactive election under U.S. Treasury Regulation section 301.7701-3); and
(ii) (x) with respect to Section 8.9 Companies (including for this purpose any branch or entity that is disregarded therefrom for U.S. federal income tax purposes) that are Fincos, modify the operations of such Section 8.9 Companies, branches or “disregarded entities” in a way that would cause their income to cease to qualify for section 954(h) of the Code for any taxable year that includes the Closing Date (or for any taxable year that ends on the Closing Date, to the extent their income ceases to so qualify as a result of an action taken by the Buyer after the Closing, but effective on or before the Closing Date); or (y) sell, transfer or otherwise dispose of its material assets or its business, in each case in a way that would result in material income that Sellers (or direct or indirect holders of interests therein) would be required to include in income for U.S. federal income tax purposes pursuant to Section 951 of the Code.
Additional Tax Covenants. (a) (i) Any Tax Sharing Agreement to which the Company is a party shall be terminated as to the Company as of the Closing Date, and the Company shall have no further obligations thereunder.
Additional Tax Covenants. Purchaser shall not make, and shall cause its Affiliates not to make, an election under Section 338(g) of the Code and the Treasury Regulations promulgated thereunder (or any comparable election applicable Tax Law) with respect to the Acquired Company without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. For purposes of this Section 14.8, Seller shall not be deemed to unreasonably withhold, condition or delay consent if such consent may have the effect of increasing Seller’s indemnification liability under this Agreement or otherwise result in a cost to Seller, not reimbursed by Purchaser, or its Affiliates.
Additional Tax Covenants. (a) Buyer shall not make an election under section 338(g) of the Code in respect of any of the Target Group Companies without the prior written consent of General Motors.
Additional Tax Covenants. The Parties intend the formation of U.S. NewCo. after the date hereof and prior to the Closing, the transfer of the Transferred Assets (U.S.) and the Transferred Liabilities (U.S.) to U.S. NewCo and the sale of the outstanding shares of capital stock of U.S. NewCo contemplated by and pursuant to this Agreement to be treated as a sale of assets for U.S. federal income tax purposes, and not as a transaction governed by Section 351 of the Code and similar provisions of state law. The Parties agree to file all relevant Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with this position, and to use their reasonable best efforts to support and justify such position in any Tax audit or Tax dispute.
Additional Tax Covenants. 31 Section 5.10 Transfer Taxes........................................... 32 Section 5.11
Additional Tax Covenants. 55 11.8 Arbitration............................................................................57 SECTION 12 TERMINATION........................................................................57 12.1 Termination............................................................................57
