Certain Tax and Other Matters. (a) If, in connection with the audit of any Return, a proposed adjustment is asserted in writing with respect to any Taxes of Target for which Controlling Shareholder is required to indemnify Parent or Sub pursuant to Section 9.2(a) hereof, Parent shall notify Controlling Shareholder of such proposed adjustment within twenty (20) days after the receipt thereof. Upon notice to Parent within twenty (20) days after receipt of the notice of such proposed adjustment from Parent, Controlling Shareholder may assume (at Controlling Shareholder’s own cost and expense) control of and contest such proposed adjustment.
(b) Alternatively, if Controlling Shareholder requests within twenty (20) days after receipt of notice of such proposed adjustment from Parent, Parent or Sub, as the case may be, shall contest such proposed adjustment Controlling Shareholder shall be obligated to pay all reasonable out-of-pocket costs and expenses (including legal fees and expenses) which Parent or Sub may incur in so contesting such proposed adjustment as such costs and expenses are incurred, and Parent shall have the full right to contest such proposed adjustment and shall be entitled to settle or agree to pay in full such proposed adjustment (in its sole discretion) and thereafter pursue its rights under this Agreement. Controlling Shareholder shall pay to Parent all indemnity amounts in respect of any such proposed adjustment within thirty (30) days after written demand to Controlling Shareholder therefor, or, if Controlling Shareholder has assumed control of the contest of such proposed adjustment as provided above (or has requested Parent or Sub to contest such proposed adjustment within the time provided above), within thirty (30) days after such proposed adjustment is settled or a Final Determination has been made with respect to such proposed adjustment.
(c) For purposes of this Section 9.5, a “Final Determination” shall mean (i) the entry of a decision of a court of competent jurisdiction at such time as an appeal may no longer be taken from such decision or (ii) the execution of a closing agreement or its equivalent between the particular taxpayer and the Internal Revenue Service, as provided in Section 7121 and Section 7122, respectively, of the Code, or a corresponding agreement between the particular taxpayer and the particular state or local taxing authority. The obligation of Controlling Shareholder to make any indemnity payment pursuant to Section 9.2(a) shall be premis...
Certain Tax and Other Matters. (a) Any transfer, documentary, sales, use, value-added, excise or other taxes, excluding taxes based on a party's income ("Taxes") assessed upon or with respect to the transfer of the Assets to Buyer and any recording or filing fees with respect thereto shall be paid by Buyer. Buyer hereby indemnifies and agrees to hold Seller harmless from, against any such Taxes (including interest and penalties), and any Taxes that arise on the Assets after the Closing and any matters arising out of the Assets after the Closing.
(b) Any Taxes assessed upon, or with respect to the ownership of, the Assets prior to transfer shall be paid by Seller. Seller hereby indemnifies and agrees to hold Buyer harmless from, and against any such Taxes (including interest and penalties).
Certain Tax and Other Matters. (a) During the period from the date hereof to the Stock Purchase Closing Date, the Company and each of its Subsidiaries shall: (i) timely file (or there shall be filed on its behalf) all Tax Returns required to be filed by it (giving effect to all valid extensions of due dates) and such Tax Returns shall be prepared in a manner consistent with past practice (provided, however, that the Company and/or its Subsidiaries shall not file any income Tax Return for the 2001 year prior to the earlier of (A) the resolution of the Ruling request or (B) September 15, 2002, without the consent of Parent), (ii) timely pay all Taxes shown to be due on such Tax Returns (other than Taxes subject to a good faith dispute and for which the Company has properly accrued in accordance with GAAP) and (iii) promptly notify Parent of any federal or state income or franchise (or other material) Tax Claim, investigation or audit initiated against or with respect to the Company or any of its Subsidiaries or either Club in respect of any Tax matters (or any significant developments with respect to any ongoing Tax matters), including material Tax liabilities and material Tax refund Claims.
(b) The Company shall use all reasonable efforts to obtain from a nationally recognized credit bureau provider, (e.g., Fair Xxxxx, Equifax, etc.) within thirty (30) days of the date hereof credit scores for each Note Receivable held by it or any of its Subsidiaries, including, without limitation, the Unconsolidated Subsidiaries, and shall promptly thereafter provide such scores to Parent.
(c) On or before the Stock Purchase Closing Date, the Company agrees that it shall have filed its Form 10-Q for the period ended March 31, 2002, (i) with the financial statements contained therein having been prepared in accordance with GAAP (except as permitted by Form 10-Q) and (ii) with the valuation of the "Residual interest in securitizations" asset set forth in such Form 10-Q being reasonably satisfactory to Parent, based on Parent's review of the Form 10-Q prior to filing.
Certain Tax and Other Matters. Each Selling Stakeholder acknowledges that WCWI has indicated its intention to make an election under Section 754 of the Code and its state equivalent, if any. Each Selling Stakeholder agrees that WCWI, in its discretion, may make such election as long as it does not have a materially adverse affect on any Selling Stakeholder; provided, however, that such election shall be made no later than the due date for such election. If such election is made by WCWI, the Selling Stakeholders will cooperate with WCWI as reasonably requested by WCWI in connection therewith, including promptly signing and returning any related documents or forms. WCWI shall reasonably cooperate with the Selling Stakeholders with respect to matters involving the Corporation and the LLC and the ownership of the Subject Units by the Selling Stakeholders prior to the Closing, including matters relating to the Tax returns and any Tax audits, appeals, claims or litigation with respect to such Tax returns or the preparation of such Tax returns. In connection therewith, WCWI shall make available to the Shareholders such files, documents, books and records of the LLC and the Corporation for inspection and copying as may be reasonably requested by the Selling Stakeholders and shall cooperate with the Selling Stakeholders with respect to retaining information and documents which relate to such matters.
Certain Tax and Other Matters. (a) If, in connection with the audit of any Return, a proposed adjustment is asserted in writing with respect to any Taxes of the Company for which the Sellers are required to indemnify Purchaser pursuant to Section 7.2(b)(ii), Purchaser will notify the Sellers of such proposed adjustment within ten (10) days after the receipt thereof. Upon notice to Purchaser within ten (10) days after receipt of the notice of such proposed adjustment from Purchaser, the Sellers may assume (at the Sellers’ own cost and expense) control of and contest such proposed adjustment.
(b) Alternatively, if the Sellers do not provide a timely request in accordance with Section 7.4(a), Purchaser will handle the defense of such proposed adjustment, in which event Purchaser will be entitled (in its sole discretion) to contest, settle or agree to pay in full such proposed adjustment. In either case, Sellers will be jointly and severally obligated to pay all reasonable out-of-pocket costs and expenses (including legal fees and expenses) which Purchaser may incur, as well as all amounts, if any, paid in settlement of or pursuant to a Final Determination with respect to the proposed adjustment. Purchaser may provide a Setoff Notice in accordance with Section 7.1(b)(i), or seek payment from the Sellers, for any proposed adjustment upon a Final Determination thereof.
(c) For purposes of this Section 7.4, a “Final Determination” will mean (i) the entry of a decision of a court of competent jurisdiction at such time as an appeal may no longer be taken from such decision or (ii) the execution of a closing agreement or its equivalent between the particular taxpayer and the Internal Revenue Service, as provided in Section 7121 and Section 7122, respectively, of the Code, or a corresponding agreement between the particular taxpayer and the particular state or local taxing authority.
Certain Tax and Other Matters. For all taxable periods ending December 31, 2000, and earlier, the Company shall have prepared or will have prepared and filed prior to Closing all Tax Returns in which are included the results of operation of the Company and shall pay all taxes shown on such Tax Returns. The Company shall maintain reasonable and customary tax reserves for payment of such Taxes. After the Closing Date, Purchaser shall prepare and file on a timely basis, all Tax Returns in which are included the results of operation of the Company, for all taxable periods ending after December 31, 2000, and all other Tax Returns of the Company, and shall be responsible for and shall pay all Taxes shown due thereon. All Tax Returns of the Company filed after the Closing Date with respect to taxable periods ending before or including the Closing Date shall be prepared in a manner consistent with returns filed prior to the Closing Date.
Certain Tax and Other Matters. (a) Seller shall file timely all Tax Returns required to be filed by it with respect to periods ending on or before the Closing Date and with respect to the Xxxxxx Real Property, Xxx. Xxxxxx shall file timely all Tax Returns required to be filed by her for periods ending on or before the Closing Date.
(b) Purchaser, on the one hand, and Seller, Xx. Xxxxxx and the Shareholder, on the other hand, shall provide the other parties to this Agreement, at the expense of the requesting party, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination report or filings by any Governmental Authority, or any judicial or administrative proceedings relating to Liability for Taxes, and each will retain and provide the requesting party with any records or information that may be relevant to any of the foregoing.
Certain Tax and Other Matters. 64 10. Termination .................................................................. 66 10.1
Certain Tax and Other Matters. (a) The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Regulations.
(b) Omnis and Merger Sub each further represents, warrants, covenants and agrees as follows:
(i) Omnis and Merger Sub are not aware of any facts or circumstances that would cause the Merger to not qualify as a reorganization within the meaning of the provisions of Section 368(a)(2)(E) of the Code or cause this Agreement to not constitute a plan of reorganization for purposes of Section 368 of the Code.
(ii) Following the Merger, Omnis and the Surviving Corporation agrees to report the Merger as a reorganization within the meaning of Section 368(a)(2)(E) of the Code, unless otherwise required by law or unless advised in writing by counsel to Omnis that the Merger will not qualify as such a reorganization.
(iii) Omnis has no current plan or intention to sell or otherwise dispose of any of the assets of PickAx acquired in the Merger, except for dispositions made in the Ordinary Course of Business or transfers permitted under Section 368(a)(2)(C) of the Code or prescribed by Treas. Reg. Section 1.368-1(d).
(iv) Following the Merger, the historic business of Omnis will be continued or a significant portion of Omnis's historic business assets will be used in a business.
(v) Following the Merger, Omnis will comply with the record-keeping and information filing requirements of Section 1.368-3 of the Treasury Regulations.
(c) PickAx and the Named PickAx Stockholder each further represents, warrants, covenants and agrees as follows:
(i) PickAx or the Named PickAx Stockholder is not aware of any facts or circumstances that would cause the Merger to not qualify as a reorganization within the meaning of the provisions of Section 368(a)(2)(E) of the Code or cause this Agreement to not constitute a plan of reorganization for purposes of Section 368 of the Code.
(ii) Following the Merger, the PickAx stockholders will report the Merger as a "reorganization" within the meaning of Section 368(a)(2)(E) of the Code, unless otherwise required by law or unless advised in writing by counsel to the PickAx stockholders that the Merger does not constitute such a reorganization.
(iii) The liabilities of PickAx, if any, and the liabilities to which the assets of PickAx are subject, if any, were or will be incurred by PickAx in the Ordinary Course of Business.
(iv) PickAx and each of the PickAx st...
Certain Tax and Other Matters. (a) The applicable Lender Parties agree for all purposes (including tax purposes) (i) to treat the transfer of the Reinstated Participation Interest to the respective transferees as a sale of such interests in exchange for the satisfaction in full of the Corporate Loan, (ii) to treat the Xxxxxx Discounted Pay-Off as a discounted pay-off of the portion of the Mortgage Loan represented by the Leman Interests in exchange for the Xxxxxx Discounted Pay- Off Amount and the Xxxxxx Option, (iii) to treat the Mortgage Loan Reduction as a discounted pay-down of the PCCP Interests in exchange for the PCCP Pay-Down Amount and the PCCP Cash-Flow Participation, (iv) to treat the PCCP Assignment as an assignment of the PCCP Interests in exchange for the Transfer Consideration and (v) not to take any position inconsistent with the preceding clauses (i) through (iv), inclusive (including on any tax return or in any tax audit), unless otherwise required by applicable law.
(b) The applicable Borrower Parties agree for all purposes (including tax purposes) (i) to treat the Xxxxxx Discounted Pay-Off, the PCCP Paydown and the Mortgage Loan Reduction, collectively, as a discounted pay-off of a portion of the Mortgage Loan, (ii) not to take any position inconsistent with the preceding clause (i) (including on any tax return or in any tax audit), unless otherwise required by applicable law.
