Certain Tax Actions Sample Clauses
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 its subsidiaries to, (A) timely file all Tax Returns (“Post-Signing Returns”) required to be filed by or on behalf of each such entity and timely pay all Taxes due and payable in respect of such Post-Signing Returns; (B) not take any position on such Post-Signing Returns that is inconsistent with past custom and practice unless required by GAAP or applicable Law; (C) 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, provided that to the extent such accrual is not consistent with past practice the Company shall notify in writing the Parent as reasonably practicable as possible in advance of such accrual and shall consider in good faith any comments the Parent might have in connection thereto; (D) promptly notify Parent 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 its subsidiaries and not settle or compromise any such Tax Action without Parent’s consent (which consent shall not be unreasonably withheld or delayed); and (E) cause all existing Tax sharing agreements, Tax indemnity obligations and similar agreements, arrangements or practices other than customary agreements entered into in the ordinary course of business, the principal purpose of which is not related to Taxes (“Tax-Related Agreements”) with respect to Taxes to which the Company or any of its subsidiaries is or may be a party or by which the Company or any of its subsidiaries is or may otherwise be bound (other than Tax-Related Agreements between or among the Company and its subsidiaries) to be terminated as of the Closing Date so that after such date neither the Company nor any of its subsidiaries shall have any further rights or liabilities thereunder.
(ii) On or no more than thirty (30) days prior to the Closing Date, the Company shall deliver to the Parent a certificate (in form and substance reasonably satisfactory to the Parent) pursuant to Treasury Regulations Section 1.1445-2(c)(3), stating that the Company is not and has not been a U.S. real property holding corporation (as defined in Section 897(c)(2) of the Code) during t...
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 Restricted Share Units that could, under certain circumstances, affect the amount of tax that the Employee pays in connection with this grant of Restricted 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 Restricted Share Units and as to any other tax aspects of this grant of Restricted 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 Restricted 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 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. 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. 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. For United States taxpayers, if Director makes an election with respect to the Restricted Shares, if permitted under Code Section 83(b), Director 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). Director should consult with Director's tax advisor as to whether a Code Section 83(b) election should be filed by Director and as to other tax aspects of this grant of Restricted Shares. Director 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 Director'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 Company to, (i) make, change or revoke any Tax election or deemed Tax election that has any retroactive effect in the portion of any Pre-Closing Tax Period ending on or prior to the Closing Date, (ii) grant an extension of any applicable statute of limitations that relates to a Pre-Closing Tax Period, (iii) amend or cause to be amended any Tax Return of any Company that relates to a Pre-Closing Tax Period, or (iv) cause a Company to take any action on the Closing Date after the Closing that is outside the ordinary course of business of such Company, in each case without the prior written consent of the Seller Representative, which consent may not be unreasonably withheld, conditioned, or delayed.
Certain Tax Actions. (i) Except for any actions required by the terms of this Agreement or any other Transaction Document, and without regard to the provisions of Section 4.02(b), between the date of this Agreement and the Closing, Buyer shall not, and shall cause its Affiliates not to, without the prior written consent of Seller Parent, (A) enter into any agreement to sell or issue capital stock or other equity interests of Buyer, (B) enter into a voting arrangement that effects the voting rights of any Buyer Common Stock or Buyer Preferred Stock, (C) enter into any agreement to liquidate or merge Buyer out of existence or (D) enter into any agreement that would cause the Subsidiary Buyer to be treated as an entity other than an entity disregarded as separate from its owner for U.S. federal income tax purposes, where, in the case of each of clauses (A), (B), (C) and (D), such action, individually or together with any other action, would reasonably be expected to prevent or impede the Intended Tax Treatment; provided that, where Buyer or any of its Affiliates determines that any action described in the preceding clauses (A), (B), (C) and (D), does not require the prior written consent of Seller Parent, Buyer shall notify Seller Parent prior to taking any such action.
(ii) From and after the Closing until one (1) year after the Closing, none of Buyer, the Subsidiary Buyer or any of Buyer’s other Affiliates shall revoke or amend the election under Section 301.7701-3 of the U.S. Treasury Regulations or take any other actions to cause the Subsidiary Buyer to be treated as an entity other than an entity disregarded from its owner for U.S. federal income tax purposes, without the prior written consent of Seller Parent.
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.