Buyer Tax Covenants. (a) Buyer covenants that it will not cause or permit the Transferred Entities, any Subsidiary or any Affiliate of Buyer to take any action on the Closing Date other than in the ordinary course of business, including but not limited to the distribution of any dividend or the effectuation of any redemption that could give rise to any Tax liability or reduce any Tax asset of the Seller Group or give rise to any loss of the Seller or the Seller Group under this Agreement.
(b) Buyer shall promptly pay or cause to be paid to Seller all refunds of Taxes and interest thereon received by Buyer, any Affiliate of Buyer or the Transferred Entities attributable to Taxes paid by Seller or the Transferred Entities (or any predecessor or Affiliate of Seller) with respect to any Pre-Closing Tax Period. If, in lieu of receiving any such refund, any Transferred Entity elects to reduce a Tax liability with respect to a Post-Closing Tax Period or increase a Tax asset that can be carried forward to a Post-Closing Tax Period, Buyer shall promptly pay or cause to be paid to Seller the amount of such refund as would otherwise have been obtained in the absence of such election.
(c) If Seller owns at least 10% of the voting stock of Buyer during any taxable year, Buyer shall provide Seller such information as Seller may reasonably request to allow Seller to determine its eligibility for, and compute the amount of, any “deemed-paid” credit to which it may be entitled under Section 902 of the Code with respect to any distribution made by Buyer during such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third-party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless previously requested or approved by Seller.
(d) Until such time as Seller has ceased to file under Section 13 of the Exchange Act, Buyer shall (i) promptly notify Seller in writing if Buyer at any time determines that there is a reasonable possibility that it is or may become a PFIC for any taxable year, and (ii) provide Seller such information as Seller may reasonably request to permit Seller to determine whether Buyer is or is reasonably likely to be a PFIC in such taxable year. Seller shall be obligated to reimburse 50% of all out-of-pocket third party expenses incurred by Buyer in providing such information, provided that Buyer shall not be obligated to, and shall not, incur any such costs unless...
Buyer Tax Covenants. 54 6.34. Sale of Charter Class A Common Stock .................................. 54
Buyer Tax Covenants. 6.33.1. Buyer will continue at least one significant historic business line of Company, or use at least a significant portion of Company's historic business assets in a business, in each case within the meaning of Treasury Reg. Section 1.368-1(d), except that Buyer may transfer Company's historic business assets (i) to a corporation that is a member of Buyer's "qualified group," within the meaning of Treasury Reg. Section 1.368-1(d)(4)(ii), or (ii) to a partnership if (A) one or more members of Buyer's "qualified group" have active and substantial management functions as a partner with respect to Company's historic business or (B) members of Buyer's "qualified group" in the aggregate own an interest in the partnership representing a significant interest in Company's historic business, in each case within the meaning of Treasury Reg. Section 1.368-1(d)(4)(iii).
6.33.2. Neither Buyer nor a party related to Buyer within the meaning of Treasury Reg. Section 1.368-1(e)(3) will acquire any of the Charter Class A Common Stock issued in the Transaction.
6.33.3. Buyer on behalf of itself and its Affiliates agrees that it will take no action which would cause the Transaction to fail to qualify as a "reorganization" within the meaning of Section 368(a)(1)(C) of the Code and that it will cause its respective Affiliates to file all Tax returns in a manner consistent with the qualification of the Transaction as a "reorganization" within the meaning of Section 368(a) of the Code.
Buyer Tax Covenants. (i) Buyer shall not take any action on or after the Closing Date that is outside the ordinary course of business if such action would result in a Tax liability of a Company Group Member for any Pre-Closing Tax Period or any Indemnified Taxes (other than any such action required by applicable Law or by this Agreement or taken pursuant to a legally binding commitment entered into by a Company Group Member prior to the Closing).
(ii) Buyer covenants that without the prior written consent of Representative, such consent not to be unreasonably withheld, conditioned or delayed, it shall not, and shall not cause or permit any Company Group Member to, make an election under Code § 338, or file any amended Tax Return with respect to any Pre-Closing Tax Period if such filing would have the effect of increasing the Tax liability of the Company Group Members or the Securityholders for such Pre-Closing Tax Period.
(iii) After the Closing Date, Buyer shall not, without the written consent of Representative, such consent not to be unreasonably withheld, conditioned or delayed, agree to the waiver or any extension of the statute of limitations relating to any Taxes of any Company Group Member for any Pre-Closing Tax Period.
(iv) Any Tax refund received by Buyer (or any of its Affiliates) that relates to a Pre-Closing Tax Period of any Company Group Member shall be for the account of the Securityholders (net of any Tax and other costs imposed or to be imposed as a result of the receipt of such Tax refunds), except to the extent such refund resulted from the carry back of a net operating loss or other Tax attribute that was economically generated after the Closing Date. Buyer shall pay or cause to be paid any such refund to the Exchange Agent, for the account of the Securityholders, within fifteen (15) days after receipt thereof.
Buyer Tax Covenants. (a) Buyer covenants that, without Seller’s consent, it will not cause or permit the Company or any Affiliate of Buyer to take any action on the Closing Date, other than in the ordinary course of business, including the distribution of any dividend or the effectuation of any redemption that would give rise to any Tax liability or reduce any Tax Asset of the Seller Group or give rise to any Loss of the Seller or the Seller Group under this Agreement.
(b) Buyer shall promptly pay or cause to be paid to Seller all refunds of Taxes and interest received by Buyer, any Affiliate of Buyer or the Company attributable to Taxes paid by Seller, the Company or any Transferred Subsidiary (or any predecessor or Affiliate of Seller) with respect to any Pre-Closing Tax Period, but only to the extend Seller is entitled to such refund under Section 8.01 hereof.
(c) Buyer shall cause the Company and its Subsidiaries to elect, where permitted by applicable Law, to carry forward any Tax Asset that would, absent such election, be carried back to a Pre-Closing Tax Period in which the Company or any Subsidiary was included in a consolidated, combined or unitary Tax return filed by Seller or any of its Affiliates.
(d) Buyer agrees to make an election under Revenue Ruling 2005-6 to enter into a closing agreement to the extent requested to do so by Seller, provided that Seller fully reimburses Buyer for all costs relating to making such election, other than the cost of salaries and benefits of employees of Buyer.
Buyer Tax Covenants. Buyer covenants that it will not cause or permit any Company or any Affiliate of Buyer to (a) amend any Tax Return of any Company relating to any Pre-Closing Tax Period, (b) take any action on the Closing Date other than in the ordinary course of business that could give rise to any Tax liability or reduce any Tax asset of Seller or any of its Affiliates, (c) engage in any voluntary disclosure or similar process or initiate communications with any Taxing Authority with respect to Taxes of any Company attributable to a Pre-Closing Tax Period or Straddle Period, (d) extend or waive, or cause to be extended or waived or permit any Company to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, or (e) unless otherwise contemplated by this Agreement, make, change or revoke any Tax election with respect to a Company that would be effective on or before the Closing Date, in each case, if such action could reasonably be expected to adversely affect the Tax liability of Seller or its Affiliates other than in any de minimis respect, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed).
Buyer Tax Covenants. Except to the extent required by Applicable Law (as determined in the good faith agreement of Buyer and the Member Representative, provided that if no agreement can be reached, as determined by the Independent Accounting Firm) or with the prior written consent of the Member Representative (which consent shall not be unreasonably withheld, conditioned or delayed), neither the Buyer nor Holdings, the Company or any of their Subsidiaries (or any Affiliate thereof) shall (i) make, or cause to be made, any Tax election in respect of Holdings, the Company or any of their Subsidiaries that covers, relates to, impacts, or includes any Pre-Closing Tax Period, or (ii) file or amend, or cause to be filed or amended, any Tax Return (including entering into or pursuing any voluntary disclosure agreement or voluntary disclosure program or similar program with a Governmental Entity) of Holdings, the Company or any of their Subsidiaries for any Pre-Closing Tax Period, in each case to the extent such action may reasonably be expected to result in a liability to a Member pursuant to this Agreement.
Buyer Tax Covenants. (i) Buyer covenants that it shall not, and shall not cause or permit the Company to, (A) make, change or revoke any Tax election with respect to, or that has retroactive effect to, any Pre-Closing Tax Period or Straddle Period of the Company, (B) amend, refile or otherwise modify any Tax Return of the Company relating to any Pre-Closing Tax Period, (C) enter into any voluntary disclosure or similar agreement, or otherwise voluntarily disclose information to, any Governmental Authority with respect to any Pre-Closing Tax Period, or (D) take any action on the Closing Date with respect to the Company other than in the Ordinary Course of Business, in each case to the extent doing so would reasonably be expected to result in a material increase in the Security Holders’ Tax liabilities, the Pre-Closing Tax Liability Amount or any other liability of the Security Holders under this Agreement, in each case without the prior written consent of the Seller Representative.
(ii) Buyer will not take any action with respect to the Company that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111.
(iii) Neither Buyer nor any of its Affiliates shall (or, from and after the Closing, shall cause or permit the Company to) make an election under Section 338 of the Code with respect to the transactions contemplated by this Agreement.
Buyer Tax Covenants. (a) Without the prior written consent of the Sellers (which consent shall not be unreasonably withheld, delayed or conditioned), Buyer shall not, and shall not permit any of its Affiliates (including, after the Closing for the avoidance of doubt, any member of the Company Group) to (i) except as provided in Section 10.1(a), file, re-file, supplement, or amend any Tax Return of any member of the Company Group for any taxable period ending on or before the Closing Date, (ii) voluntarily approach any Governmental Authority regarding any Taxes or Tax Returns of any member of the Company Group that were originally due on or before the Closing Date, or (iii) except as provided herein, make any Tax election with respect to any member of the Company Group that would be effective on or before the Closing Date.
(b) Buyer will not take any action with respect to the members of the Company Group that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111.
Buyer Tax Covenants. 52 SECTION 8.04. Tax Sharing...................................................54 SECTION 8.05.
