Buyer Tax Acts Sample Clauses

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”).
Sample 1
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”): (a) make, change or rescind any Tax election, amend, file (with respect to a Pre-Closing Tax Period) or re-file or otherwise modify any Tax Return or take any position on any Tax Return for any Pre-Closing Tax Period that would have the effect of increasing the Tax liability of any ACFP Company in respect of any Pre-Closing Tax Period; (b) file any ruling or request with any Governmental Authority that relates to Taxes or Tax Returns of any Pre-Closing Tax Period; (c) extend any statute of limitations with respect to any Pre-Closing Tax Period; (d) surrender any Tax refund attributable to any Pre-Closing Tax Period; (e) initiate any voluntary contact, or enter into a voluntary disclosure, with a Governmental Authority with respect to a Tax Return for a Pre-Closing Tax Period; or (f) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction in which the ACFP Company did not file such type of Tax Return prior to the Closing.
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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. 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.
Sample 1
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.
Sample 1
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.
Sample 1
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”): (a) make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return that would have the effect of materially increasing the Tax liability or materially reducing any Tax asset of the Sellers, the Company or any of its Subsidiaries in respect of any Pre-Closing Tax Period; (b) agree with any Governmental Authority to extend the applicable statute of limitations with respect to any Tax Returns of the Company or any of its Subsidiaries for any Pre-Closing Tax Period; (c) initiate any voluntary contact with a Governmental Authority (including any taxing authority) with respect to a Tax Return for a Pre-Closing Tax Period; (d) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction in which the Company or any of its Subsidiaries did not file such Tax Return prior to the Closing; or (e) take any action relating to Taxes that creates or that is reasonably likely to create a material Tax liability on the Closing Date or for any Pre-Closing Tax Period and that is outside the ordinary course of business, including: (i) any transfer of equity securities; (ii) any merger, amalgamation, conversion, reorganization or recapitalization; and (iii) any amendment or restatement of the Governing Documents of the Company or any of its Subsidiaries with retroactive effect (in each case, for the avoidance of doubt, to the extent such transfer, merger, amalgamation, conversion, reorganization, recapitalization, amendment or restatement is reasonably likely to create a material Tax liability on the Closing Date or for any Pre-Closing Tax Period). Any Taxes resulting from any Buyer Tax Act shall be borne solely by the Buyer.
Sample 1

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 From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

  • 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.

  • 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 The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) 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. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger 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 6.05 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 Stockholder 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. (b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

  • Other Tax Matters (i) No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against the Company or any of the Company Subsidiaries and remains unpaid, except for such deficiencies that are being contested, or that will be contested, in each case, in good faith, and, in each case, for which adequate reserves have been established on the books and records of the Company and the Company Subsidiaries in accordance with U.S. GAAP. Neither the Company nor any Company Subsidiary is currently the subject of an audit or other examination relating to the payment of material Taxes of the Company or such Company Subsidiary by a Taxing Authority of any nation, state or locality nor has the Company nor any of the Company Subsidiaries received any written notices from any Taxing Authority that such an audit or examination is pending, or that the Company or any of the Company Subsidiaries was required to file any Tax Return that was not filed. (ii) Neither the Company nor any Company Subsidiary is presently contesting any material Tax liability of the Company or any Company Subsidiary before any court, tribunal or agency. (iii) All material Taxes that the Company or any of the Company Subsidiaries is (or was) required by Applicable Law to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, member or other third party have been duly withheld or collected, and have been paid over to the proper authorities to the extent due and payable. (iv) The Company and each of the Company Subsidiaries has complied in all material respects with all information reporting (and related withholding) and record retention requirements. (v) Neither the Company nor any Company Subsidiary has waived any statute of limitations with respect to Taxes nor agreed to any extension of time with respect to a Tax assessment or deficiency. (vi) There are no liens for material Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any of the Company Subsidiaries. (vii) None of the Company and the Company Subsidiaries is a party to or bound by any closing agreement, private letter rulings, technical advance memoranda, offer in compromise, or any other agreement with any Taxing Authority, in each case that could have a materially adverse effect after the Closing Date. (viii) Neither the Company nor any of the Company Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and the Company Subsidiaries). (ix) Neither the Company nor any of the Company Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (x) Neither the Company nor any of the Company Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Neither the Company nor any of the Company Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any closing agreement, installment sale or open transaction on or prior to the Closing Date, any accounting method change or agreement with any Taxing Authority, any prepaid amount received on or prior to the Closing Date, any election pursuant to Section 108(i) of the Code (or any corresponding provision of state, local or foreign Tax law) made with respect to any taxable period ending on or prior to the Closing Date, or, to the Knowledge of the Company, any intercompany transaction or excess loss account described in Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax law).