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. (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. (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. In order to ensure that the Interest Component is and remains excludable from gross income for federal income tax purposes, the City represents and covenants to comply with, and make all filings required by, all effective rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service with respect to obligations described in Section 103 of the Code, such as the Lease.
Additional Tax Covenants. The Authority hereby covenants as follows: (i) it shall take no action that would case the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code; and (ii) it shall pay, or cause to be paid, to the United States Treasury in the manner and at the time prescribed in Regulations §§1.148-1 through 1.148-11, 1.149(b)-1, 1.149(d)-1, 1.149(g)-1, 1.150-1 and 1.150-2, as such regulations and statutory provisions may be modified insofar as they apply to the Bonds, an amount equal to the rebatable arbitrage earned by investing proceeds of the Bonds.
Additional Tax Covenants. (a) Any refund of Taxes (a “Refund”) received by or credited to the account of the Surviving Corporation or any of its Subsidiaries in respect of any Pre-Closing Tax Period shall be applied by the Surviving Corporation or the applicable Subsidiary as a credit towards any underpayment of Taxes by the Company or its Subsidiaries during any Pre-Closing Tax Period (or retained by the Surviving Corporation for such purpose) and, upon the expiration of the statute of limitations period for the Pre-Closing Tax Period, Parent shall, or shall cause the Surviving Corporation or any of its Subsidiaries, as applicable, to pay, any remaining Refund (without interest or any addition thereto) to the Equityholders’ Representative on behalf of the Equityholders. For purposes of this Section 6.13(a), “
Additional Tax Covenants. The Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). NewCo shall cause the SPAC and the Company not to liquidate or be treated as liquidating for U.S. federal income tax purposes following the Transactions for a period of at least two years after the Closing.
Additional Tax Covenants. (a) Each of the Parties shall ensure that any sale or exchange of B-Co Shares to the Company, Parent or any Subsidiary of the Company or Parent by any party other than Founder (such party, a “B-Co Minority Interestholder”) in connection with the transactions contemplated by this Agreement and/or in the Merger Agreement shall each be made using a valuation of B-Co Shares consistent with the valuation used to calculate payments made to Founder under this Agreement and the Merger Agreement in respect of her WWH Bumble Shares.
Additional Tax Covenants. (a) Purchasers 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 any of the Acquired Companies without the prior written consent of Dxxx.
Additional Tax Covenants. (1) Parent covenants that without obtaining the prior written consent of the Shareholder Representative Group, which consent shall not be unreasonably withheld, conditioned or delayed, it will not, and will not cause or permit Company, Subsidiary or any Affiliate of Parent, Company or any Subsidiary, to: (a) take any action on or after the Closing Date other than as required by Applicable Law or in the Ordinary Course of Business that could give rise to any Tax Liability of the Shareholders or any indemnification obligation of the Shareholders under Section 5.9b; or (b) other than as required by Applicable Law, make or change any material Tax election for any Pre-Closing Tax Period or Straddle Period or amend any Tax Return for any Pre-Closing Tax Period or Straddle Period, in each case if such action could have the effect of increasing the Tax Liability of the Shareholders with respect to any Pre-Closing Tax Period or portion of a Straddle Period ending on the Closing Date.
