Buyer Tax Acts Sample Clauses

Buyer Tax Acts. Without the prior written consent of Seller (in the case of clause (b) or (c), such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause its Affiliates (including, after the Closing, the Company Group members) not to: (a) take any action on the Closing Date after the Closing other than in the ordinary course of business or as otherwise expressly contemplated by the Transaction Agreements or as required by Applicable Law; (b) file (other than in accordance with Section 7.01) or re-file, amend or otherwise modify any Tax Return of any Company Group member for any Pre-Closing Tax Period or any Straddle Period or make, change or revoke any Tax election for a Company Group member with retroactive effect to any Pre-Closing Tax Period or any Straddle Period (other than any Section 338(h)(10) Election made in accordance with Section 7.08); or (c) initiate any voluntary disclosure or similar program, agreement or arrangement, or agree to extend or waive the statute of limitations, in each case with respect to Taxes of any Company Group member for any Pre-Closing Tax Period. To the maximum extent permitted by Applicable Law, (x) Buyer shall, and shall cause the Company Group members to, waive or otherwise forego any or all rights to carryback any net operating loss, capital loss, or other similar attribute for U.S. federal (and applicable state and local) income tax purposes to any Seller Group Tax Return for a Pre-Closing Tax Period or any Straddle Period and (y) Buyer shall not, and shall cause the Company Group members not to, file or otherwise make any election to carryback any such tax attribute to any Seller Group Tax Return for a Pre-Closing Tax Period or any Straddle Period.
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Buyer Tax Acts. Without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), from and after the Closing, neither Buyer nor any ACFP Company shall (and they shall not permit any of the ACFP Companies’ Subsidiaries to) (each of the following, a “Buyer Tax Act”):
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Buyer Tax Acts. Buyer will not (with respect to the Company), and will not cause or permit the Company or any Affiliate of Buyer (with respect to the Company) to, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed): (i) file any Tax Return for a Pre-Closing Period in a jurisdiction where the Company has not historically filed Tax Returns, except as required pursuant to a determination within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. Applicable Law) with respect to a Tax Claim or Tax Proceeding controlled by Seller (or any Affiliate of Seller) or a determination for which prior written notice was provided by Buyer to Seller, (ii) initiate discussions or examinations with any Taxing Authority regarding Taxes with respect to any Pre-Closing Period or make any voluntary disclosures with respect to Taxes for any Pre-Closing Period, (iii) take any action outside of the ordinary course of business on the Closing Date after the Closing or (iv) amend, revoke, refile or otherwise modify any Tax Return of or with respect to the Company that relates to a Pre-Closing Period (except as required pursuant to a determination within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. Applicable Law) with respect to a Tax Claim or Tax Proceeding controlled by Seller (or any Affiliate of Seller) or a determination for which prior written notice was provided by Buyer to Seller), or make, revoke or modify any Tax election that would be effective for any Pre-Closing Period (each of (i)-(iv), a “Buyer Tax Act”).
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Buyer Tax Acts. Without the prior written consent of the Sellers’ Representative (which may not be unreasonably conditioned, delayed or withheld) and except as otherwise required by applicable Law, from and after the Closing, the Buyer, the Company and its Subsidiaries shall not (each of the following, a “Buyer Tax Act”):
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Buyer Tax Acts. Except as required by Law, without the prior written consent of the Stockholder Representative (not to be unreasonably withheld, conditioned, or delayed), from and after the Closing, Parent and its Affiliates (including the Company and its Subsidiaries) shall not (each of the following, a “Buyer Tax Act”), where such act would or is reasonably anticipated to have the effect of increasing the liability of the Stockholders for Taxes hereunder or otherwise: (i) make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return of the Company or any of its Subsidiaries for a taxable period (or portion thereof) ending on or before the Closing Date; (ii) initiate any voluntary contact with a Governmental Authority (including any taxing authority) with respect to a Tax Return of the Company or its Subsidiaries for a taxable period (or portion thereof) ending on or before the Closing Date; (iii) file a Tax Return for a taxable period (or portion thereof) ending on or before the Closing Date in a jurisdiction in which the Company or its Subsidiaries did not file such type of Tax Return prior to the Closing; or (iv) take any other action relating to Taxes that is inconsistent with past practices of the Company. Parent shall provide prior written notice to the Stockholder Representative of any Buyer Tax Act to be made without the prior written consent of the Stockholder Representative, and such Buyer Tax Act shall be treated as a Tax Claim subject to the provisions of Section 7.05, mutatis mutandis.
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Buyer Tax Acts. On and after the Closing Date, Buyer and its Affiliates (including, after the Closing, the WU Companies) will not take, cause or permit to be taken, any action, other than in the ordinary course of business consistent with past practices or other than the transactions expressly contemplated by this Agreement, if such actions could reasonably be expected to result in (a) any reduction in any Tax refund or credit to which the Sellers are entitled under this Agreement or (b) any increase in Unpaid Pre-Closing Income Taxes or Taxes taken into account in the calculation of Net Working Capital. Neither Buyer nor any of its Affiliates (including, after the Closing, the WU Companies) shall (i) amend, refile, revoke or otherwise modify any Tax Return of the WU Companies with respect to a Pre-Closing Tax Period or (ii) make or revoke or otherwise modify any Tax election with retroactive effect to a Pre-Closing Tax Period, in case of clauses (i) and (ii) without the prior written consent of the Seller Representative, not to be unreasonably withheld, conditioned or delayed.
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Buyer Tax Acts. The Seller shall have no liability or obligation arising from any corporate or other action that is not contemplated by this Agreement and is taken outside of the Company’s ordinary course of business consistent with past practice (directly or indirectly) by the Buyer on or after the Closing Date and relating to the Company unless otherwise required by applicable Law (each, a “Buyer Tax Act”). In the event any Buyer Tax Act is taken on the Closing Date, for purposes of this Agreement such Buyer Tax Act shall be deemed to have occurred on the day immediately following the Closing Date for all purposes.
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Related to Buyer Tax Acts

  • Transfer Tax The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees and any similar Taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to Tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Transaction Taxes Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Fund shall pay such Transaction Taxes according to the terms in Section 7.3. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund. To the extent that Fund provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to Services.

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • Payer Tax Representations For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

  • Payer Tax Representation Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

  • Liability for Transfer Taxes Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares or interests therein within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder hereby grants a security interest in 50% of the Company Shares received as Merger Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 3.02 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Equity Holder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

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