Certain Tax Actions Clause Samples

Certain Tax Actions. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, (A) timely file all Tax Returns (“Post-Signing Returns”) required to be filed by or on behalf of each such entity taking into account any available extensions and timely pay all Taxes due and payable in respect of such Post-Signing Returns; (B) submit any Post-Signing Returns that are to be filed after the date of this Agreement to Merger Subsidiary for review and approval prior to filing; provided, however, that any such review shall not delay the filing of such returns; (C) not take any position on such Post-Signing Returns that is inconsistent with past custom and practice unless required by the Accounting Principles or applicable Law; (D) accrue a reserve in the books and records and financial statements of any such entity at such times and in such amounts as are in accordance with past practice for all Taxes payable by such entity for which no Post-Signing Return is due prior to the Effective Time; (E) promptly notify Merger Subsidiary of any Tax-related suit, claim, action, investigation, proceeding or audit (collectively, “Tax Actions”) that is or becomes pending against or with respect to the Company or any of the Company Subsidiaries and not settle or compromise any such Tax Action without Merger Subsidiary’s consent (which consent shall not be unreasonably withheld or delayed); and (F) cause all existing Tax sharing agreements, Tax indemnity obligations and similar agreements, arrangements or practices (“Tax-Related Agreements”) with respect to Taxes to which the Company or any of the Company Subsidiaries is or may be a party or by which the Company or any of the Company Subsidiaries is or may otherwise be bound (other than Tax-Related Agreements between or among the Company and the Company Subsidiaries) to be terminated as of the Closing Date so that after such date neither the Company nor any of the Company Subsidiaries shall have any further rights or liabilities thereunder. (ii) The Company shall deliver to Merger Subsidiary at or prior to the Closing a certificate duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of the Shares that are the subject of proper appraisal or dissenters rights under applicable Law pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property...

Certain Tax Actions. Depending on the jurisdiction where the Employee pays taxes, there may (or may not) be certain actions that the Employee can take in connection with this grant of Performance Share Units that could, under certain circumstances, affect the amount of tax that the Employee pays in connection with this grant of Performance Share Units. Accordingly, the Employee should contact promptly the Employee's tax advisor to determine whether there is any tax-related action the Employee should take in connection with this grant of Performance Share Units and as to any other tax aspects of this grant of Performance Share Units. The Employee must notify the Company with respect to any tax-related elections or other actions made or taken by the Employee within two (2) business days after taking such action. The Employee hereby indemnifies and holds harmless the Company and its affiliates and the directors, officers, agents and representatives of the Company and its affiliates, respectively, for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of Performance Share Units resulting from the Employee's failure to provide notice to the Company in accordance with this Section 7.

Certain Tax Actions. Depending on the jurisdiction where Employee pays taxes, there may be certain actions that Employee can take in connection with this grant of Restricted Shares that could, under certain circumstances, affect the amount of tax that Employee pays in connection with this grant of Restricted Shares. Some of the applicable rules could require Employee to take such action within a very short time after the Date of Grant. Accordingly, Employee should contact promptly Employee's tax advisor to determine whether there is any tax-related action Employee should take in connection with this grant of the Restricted Shares and as to any other tax aspects of this grant of Restricted Shares. Please note that Employee must notify the Company with respect to any tax-related elections or other actions made or taken by Employee within ten (10) business days after taking such action. Employee indemnifies and holds harmless the Company and its affiliates, respectively, and the directors, officers, agents and representatives of the Company and its affiliates for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of the Restricted Shares resulting from Employee's failure to provide notice to the Company in accordance with this Section 5.

Certain Tax Actions. Buyer shall not (and shall not cause or permit any of its Affiliates or any member of the Company Group to): amend or refile any Tax Return of any member of the Company Group for a Pre-Closing Tax Period except as required by applicable Law; make, revoke or change any Tax election in respect of any member of the Company Group with effect in a Pre-Closing Tax Period, except as required by applicable Law; make, enter into, file or initiate any discussions with a Tax Authority relating to any voluntary disclosure, agreement or arrangement with any Tax Authority that relates to Taxes for a Pre-Closing Tax Period or a Pre-Closing Tax Return; or enter into any agreement with a Tax Authority to extend the applicable statute of limitations for the assessment or collection of any Taxes or Tax Returns of any member of the Company Group for any Pre-Closing Tax Period, in each case, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed).

Certain Tax Actions. Notwithstanding any provision of this Agreement to the contrary, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), after the Closing, neither Buyer nor any of its Affiliates (including the Acquired Company) shall (i) amend any filing (including any Tax Return), (ii) settle any Tax audit or other Tax claim, (iii) make, change, or revoke any Tax election (other than the election referred to in Section 6.8(g)), (iv) initiate discussions or examinations with a Governmental Entity with respect to Taxes or make any voluntary disclosures to a Governmental Entity with respect to Taxes, or (v) take any action on the Closing Date after the Closing that is outside of the Ordinary Course of Business of the Acquired Company, in each case, to the extent such filing, settlement, action or failure (A) is reasonably expected to affect a Seller Consolidated Tax Return or (B) would decrease the Final Purchase Price.

Certain Tax Actions. For United States taxpayers, if Employee makes an election with respect to the Restricted Shares as permitted under Code Section 83(b), Employee must notify the Company in writing of such election within ten (10) days after filing such election with the Internal Revenue Service. There is a strict time limit with respect to the making of an election under Section 83(b). Employee should consult with Employee's tax advisor as to whether a Code Section 83(b) election should be filed by Employee and as to other tax aspects of this grant of Restricted Shares. Employee indemnifies and holds harmless the Company and its affiliates and the directors, officers, agents and representatives of the Company and its affiliates, respectively, for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of the Restricted Shares resulting from Employee's failure to provide notice to the Company in accordance with this Section 5.

Certain Tax Actions. If Grantee makes an election with respect to the Restricted Stock as permitted under Code Section 83(b), Grantee shall notify the Company of such election within ten (10) days after filing the election with the Internal Revenue Service. There is a strict time limit for making an election under Section 83(b). Grantee should consult his/her tax advisor as to whether a Section 83(b) election should be filed and as to other tax aspects of the grant of Restricted Stock. Grantee hereby agrees to indemnify and hold harmless the Company and its affiliates and the directors, officers, agents and representatives of the Company and its affiliates, respectively, for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of Restricted Stock resulting from Grantee’s failure to provide notice to the Company in accordance with this Section 8.

Certain Tax Actions. Except as otherwise required by applicable Law, the Purchaser shall not (and shall not cause or permit any of its Affiliates or the MMP Group, to the extent permitted under the Organizational Documents of the MMP Group, to): (a) amend or refile any Tax Return of a Target Company for a Pre-Closing Tax Period or Straddle Period, (b) make, revoke or change any Tax election in respect of any Target Company with effect in a Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date, or (c) enter into any agreement with a Governmental Authority to extend the applicable statute of limitations for the assessment or collection of any Taxes or Tax Returns of a Target Company for any Pre-Closing Tax Period or Straddle Period, in each case, without the prior written consent of the Seller Representative (not to be unreasonably withheld, conditioned or delayed), if doing so could affect any items or information reported or reflected on a Pre-Closing Flow-Through Return of any Target Company.

Certain Tax Actions. Purchaser shall not, and shall cause its Affiliates (including the Acquired Subsidiaries following the Closing) not to, without the prior written consent of Sellers (which, except for Tax elections that would relate to a Combined Return, shall not be unreasonably withheld, conditioned or delayed), (i) make any Tax election with respect to any Acquired Subsidiary (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3), which election would be effective on or prior to the Closing Date and relates to any Combined Tax Return, or (ii) amend any Tax Return with respect to a Pre-Closing Tax Period that would reasonably be expected to result in an indemnification obligation under this Article 6, except as required otherwise by applicable Law.