Certain Other Tax Matters. Notwithstanding anything in this Agreement to the contrary, if at any time it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock issuance right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto) by reason of being “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Company shall attempt in good faith to obtain those consents or approvals required by the Company’s shareholders under Section 280G(b)(5) of the Code to prevent the applicable Payment from being subject to an Excise Tax.
Certain Other Tax Matters. Neither the Company nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action or knows of any fact, agreement, plan or other circumstance, in each case that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Certain Other Tax Matters. Each of Topco, Parent, Merger Sub and the Company (a) after the Effective Time, shall use their commercially reasonable efforts to cause the Parent Sponsor Contribution, the SLR Rollover Contribution, each Stockholder Rollover Contribution, each Additional Rollover Contribution, if any, and each Additional Subscription, if any, taken together, to be treated consistently with the Intended Contribution Tax Treatment and (b) after the Effective Time, shall not take any position in any Tax Return or in any Tax proceeding that would be inconsistent with the Intended Tax Treatment, except to the extent otherwise required by Law or as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.
Certain Other Tax Matters. The parties agree with respect to certain Tax matters as follows:
(i) To treat any payment made under Section 1.3, this Section 5.4 or Article VI, and any payment of Earn-Out Consideration (and, in each case, any further adjustment to any such payment), shall be treated as adjustments to the purchase price hereunder except as otherwise required by applicable law.
(ii) To the extent permitted under applicable law, to close the Tax year of each Company on the Closing Date (including, if required by law, by making an applicable Tax election) for state, local and non-U.S. Tax purposes.
(iii) Prior to the Closing Date, each Seller shall (and shall cause each of its Affiliates to) terminate any tax sharing or indemnity obligations of either Company pursuant to which either Company could have a liability to any Seller (or any of its Affiliates) such that on and following the Closing Date, neither Company shall have any obligation to pay or otherwise indemnify any Seller (or its Affiliates) for any Taxes (or have any obligation to share any Tax benefits with any Seller (or its Affiliates)).
Certain Other Tax Matters. From the date hereof until the Closing:
(i) Without the prior written consent of Wanxiang, the Sellers shall not, and shall not permit any of their Affiliates, (A) to make, change or revoke any Tax election of the Foreign Subsidiaries, (B) change any method of reporting income or deductions for Tax purposes of the Foreign Subsidiaries, (C) settle, compromise or abandon any Tax liability of the Foreign Subsidiaries or any Action in respect of Taxes of the Foreign Subsidiaries, or (D) file any amended Tax Return of the Foreign Subsidiaries. In addition, the Sellers shall keep Wanxiang timely and reasonably apprised of any Action in respect of Taxes of the Foreign Subsidiaries.
(ii) With respect to any Tax Returns required to be filed prior to the Closing by or on behalf of the Foreign Subsidiaries or the Joint Venture (the “Specified Tax Returns”), the Sellers shall prepare, or shall cause to be prepared, all such Specified Tax Returns in a manner consistent with past practice and this Agreement. Sellers shall deliver, or cause to be delivered all such Specified Tax Returns to Wanxiang at least thirty (30) days prior to the due date for filing such Specified Tax Returns (taking into account any valid extensions) for Wanxiang’s review and comment, and, after revising such Specified Tax Returns to reflect any comments received from Wanxiang, Sellers shall timely file, or cause to be timely filed, such Specified Tax Returns. With respect to the Specified Tax Returns of the Joint Venture, the Sellers shall be obligated to take the actions otherwise required under this Section 7.4(f)(ii) solely to the extent the Sellers or any other A123 Entity is entitled to do so under the relevant organizational documents of the Joint Venture,
(iii) Purchasers shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Foreign Subsidiaries for the Straddle Period that are required to be filed after the Closing Date. Wanxiang shall provide A123 Systems a copy of each such Tax Return for its review and comment at least fifteen (15) Business Days prior to the due date (including any applicable extension) of such Tax Return, and Wanxiang shall consider in good faith any written comments of A123 Systems received by Wanxiang within five (5) Business Days prior to filing such Tax Return.
Certain Other Tax Matters. (a) For any taxable period ending on or before the Closing Date (or any period which includes such date), prior to filing NBCUniversal’s Internal Revenue Service Form 1065, any material foreign, state or local income tax return of NBCUniversal, or any material franchise tax return of NBCUniversal, NBCUniversal shall submit such tax return no less than 30 days prior to its due date to GE for its review, and shall not file any such tax return with the applicable taxing authority without the consent of GE, which consent shall not be unreasonably withheld or delayed. GE may object to the filing of such tax return by delivering a written notice to NBCUniversal within 10 days of receipt of such tax return from NBCUniversal. Such written notice shall specify the item or items included in the tax return disputed by GE. After delivery of such written notice, GE and NBCUniversal shall use commercially reasonable efforts to resolve the dispute. If GE and NBCUniversal are unable to resolve such dispute within five days, the disputed item or items shall be resolved within 10 days using the procedures set forth in Section 24 of the Tax Matters Agreement. If GE does not object to the filing of such tax return within 10 days of receipt of such tax return from NBCUniversal, GE shall be deemed to have consented to the filing of such tax return by NBCUniversal. Such tax returns will be prepared in accordance with the principles set forth in Schedule 7.05 of the NBCUniversal LLC Agreement and no change from these principles will be reflected on such tax returns without the consent of GE. NBCUniversal shall not amend any tax return filed on or before the Closing Date without the consent of GE, which consent shall not be unreasonably withheld or delayed.
(b) Subject to Section 12(b) of the Tax Matters Agreement, in the event that the Tax Matters Member (as defined in the Tax Matters Agreement) is notified (in writing) by a taxing authority that NBCUniversal or any of its Subsidiaries is the subject of an audit or examination by a taxing authority of any federal income, material foreign, state or local income, or material franchise tax return of NBCUniversal or any of its Subsidiaries for any tax period ending on or before the Closing Date (or any period which includes such Date), the Tax Matters Member shall promptly provide to GE a written notice informing it that NBCUniversal or any of its Subsidiaries, as applicable, is the subject of an audit or examination by a taxing auth...
Certain Other Tax Matters. As soon as practicable, but not later than 10 days prior to Closing, Seller shall (i) provide the Pennsylvania Department of Revenue with written notice of the planned transfer of assets pursuant to this Agreement to Buyer and (ii) request the issuance of a certificate showing that all state taxes have been paid by Seller for all periods up to and including the transfer date and all tax reports have been filed by Seller for all periods up to and including the transfer date, each as described in 72 P.S. sections 7240 and 1403.
Certain Other Tax Matters. 16 Section 4.11
Certain Other Tax Matters. Parent and its affiliates have not taken or agreed to take any action, have not failed to take any action and do not know of any fact, agreement, plan or other circumstance, in each case that would or could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code. The parties agree that none of the transactions contemplated by this Agreement could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.
Certain Other Tax Matters. To the extent this transaction or any part of the transaction constitutes an applicable asset acquisition (for purposes of Section 1060 of the Internal Revenue Code of 1986), Buyer and Seller agree to confer and cooperate in the preparation and filing of such reports and/or information returns as may be required by law or regulation.
