Certain Additional Tax Matters Sample Clauses

Certain Additional Tax Matters. (i) Except as otherwise required by applicable Legal Requirements, the Purchaser, the Company and their respective Affiliates shall not (A) file (aside from in accordance with Section 7.03(d)(ii)), re-file or amend any Tax Returns with respect to the Company for a Tax period ending on or before the Closing Date, or (B) change any accounting method or adopt any convention that shifts taxable income from a period beginning (or deemed to begin) after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date or shift deductions or losses from a Pre-Closing Tax Period to a period beginning (or deemed to begin) after the Closing Date, in each case, without the prior written consent of the Seller (not to be unreasonably withheld, conditioned or delayed).
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Certain Additional Tax Matters. 23 4.08 Lease with PVL............................................. 24 4.09
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Certain Additional Tax Matters. (a) Tax Returns and Payment of Taxes for Periods Through the -------------------------------------------------------- Closing Date. DQE and DEI shall cause DQE to include the income of the Company ------------ and each Subsidiary on DQE's consolidated federal income Tax Return for all periods up to and including the Closing Date and will pay any Tax due thereon. DQE and DEI shall be responsible for and pay all Taxes of the Company and each Subsidiary up to and including the Closing Date, including any Taxes attributable to the audits of the Company's federal income Tax returns currently in process. All Taxable items of the Company and each Subsidiary shall be apportioned for the period of time up to and including the Closing Date and the period of time after the Closing Date by closing the books of Company and each Subsidiary as of the close of business on the Closing Date. All Tax sharing arrangements between DQE or DEI (or any Affiliate of DQE) and the Company and any Subsidiary ("Tax Sharing Arrangements") shall be terminated on or prior to Closing with no Liability from the Company or any Subsidiary to DQE or DEI or any Affiliate of the Company and each Subsidiary is hereby released (and DEI shall cause the Company and each Subsidiary to be released) from any and all obligations to DQE or DEI (and any Affiliate of DEI) for any and all Taxes regardless of when such taxes have or shall have accrued. DQE and DEI shall indemnify and hold harmless USF, Acquisition, the Company and each Subsidiary from Tax Liabilities for all periods through the Closing Date and from any Tax Liabilities of DEI and DQE or any of their past or current subsidiaries and Affiliates for all taxable periods that end on or before the Closing Date or that include the Closing Date with respect to which the Company may be liable under Treas. Reg. (S) 1.1502-6 or similar foreign, state, local or other governmental statutes, regulations or administrative procedures. DEI shall be entitled to all income tax refunds for all taxable periods ending on or before the Closing Date and shall be entitled to deal directly with all taxing authorities and make all decisions with respect to audits for all taxable periods of the Company and each Subsidiary ending on or before the Closing Date.
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Certain Additional Tax Matters. To the knowledge of Trans-Orient, for the purposes of the Code, the cost basis of the shares of each of the Trans-Orient Subsidiaries is greater than the fair market value of such shares. To the knowledge of Trans-Orient, no interest in or of Trans-Orient constitutes a United States Real Property Interest within the meaning of Section 897 of the Code.
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Certain Additional Tax Matters. NUVO has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii). NUVO has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662. NUVO is not a party to or bound by any Tax allocation or sharing agreement. NUVO (i) has not been a member of an affiliated group filing a consolidated federal income Tax Return, and (ii) does not have any liability for the Taxes of any other individual, bank, corporation, individual, partnership, association, joint stock company, business trust, limited liability company, or unincorporated organization under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.
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Certain Additional Tax Matters. To the fullest extent permitted by applicable Law, the Parties shall treat the Closing Date as the last day of any taxable period of the Company or any of its Subsidiaries beginning on or prior to the Closing Date. For the avoidance of doubt, the payment of the following shall be attributable to a Pre-Closing Tax Period (including the portion of a Straddle Period constituting a Pre-Closing Tax Period): any amount reflected as a liability for purposes of calculating Working Capital on the final Closing Statement, any Debt Amount, any Transaction Expenses Amount or any other compensatory amounts paid on or prior to the Closing Date (or after the Closing Date to the extent required to be paid as a result of the Closing), including any amount payable with respect to any bonuses, severance or compensation awards triggered, incurred, accrued or payable to any employee or other service provider of the Company or any of its Subsidiaries as a result of or contingent upon the consummation of the transactions contemplated in this Agreement.
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Related to Certain Additional Tax Matters

  • Additional Tax Matters (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • U.S. Tax Matters (a) The Company shall, upon the request of any U.S. Investor, (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the U.S. Investor to prepare and submit its U.S. tax filings.

  • Additional Tax Provisions The definition of “Indemnifiable Tax” in Section 14 of this Agreement is modified by adding the following at the end thereof:

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Cooperation on Tax Matters Buyer, Seller and IHC shall cooperate fully, and Seller, IHC or Buyer, as the case may be, shall cause the Company and its Subsidiaries to cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement 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. Buyer, Seller and IHC agree, and Seller, IHC or Buyer, as the case may be, shall cause the Company and its Subsidiaries, (A) to retain all books and records with respect to Tax matters pertinent to each of the Company and its Subsidiaries relating to any Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Taxing authority, (B) to deliver or make available to Buyer, within sixty (60) days after the Closing Date, copies of all such books and records, and (C) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and its Subsidiaries, Seller or IHC, as the case may be, shall allow the other party to take possession of such books and records. Buyer, Seller and IHC further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Transitional Matters Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

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