Certain Tax Covenants. The parties hereto each agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies relating to any Pre-Closing Tax Period that it has in its possession as of the Closing, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the Buyer so requests, the Seller and Xx. Xxxxxx shall allow the Buyer to take possession of such books and records.
Certain Tax Covenants. 12.1 Straddle Period.
(a) The Xxxxxx Entities, and SCOLP agree that the taxes related to any tax period that begins on or before and ends after the Closing (“Straddle Period”) with respect to the Owner ending on the Closing Date shall be treated as provided herein. In the case of any real, personal and intangible ad valorem property Taxes (“Property Taxes”), the Property Taxes shall be allocated as provided in Section 6.1 herein. Taxes other than Property Taxes shall be computed as if such taxable period ended as of the close of business on the date of Closing.
(b) To the extent the Xxxxxx Entities are required by law to file a Tax Return, the Xxxxxx Entities shall prepare and file all Tax Returns for the activities of each of the Holding Company and Owner for any taxable period that ends on or before the date of Closing (the “Pre-Closing Date Tax Returns”) in a manner consistent with past practices and shall remit the Taxes shown as owing on such Pre-Closing Date Tax Returns in a due and timely manner. The Xxxxxx entities shall submit such Pre Closing Date Tax Returns to SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due (inclusive of all allowable extensions). The Xxxxxx Entities shall give due consideration to such changes as SCOLP reasonably requests and shall not file any Pre Closing Date Tax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed).
(c) SCOLP shall prepare and duly and timely file or cause to be duly and timely filed all Tax Returns for the activities of the Holding Company and Owner for any taxable period that ends after the Closing (the “Post-Closing Date Tax Returns”). SCOLP shall provide the Contributor with a copy of any Post-Closing Date Tax Return to be filed by or with respect to the Holding Company or the Owner for any Straddle Period at least ten (10) business days prior to the date such Post-Closing Date Tax Return for a Straddle Period is due (inclusive of all allowable extensions). SCOLP shall give due consideration to such changes as the Contributor reasonably requests and shall not file any Post-Closing Date Tax Returns covering a Straddle Period without the Contributor’s consent (which shall not be unreasonably withheld, condition or delayed).
Certain Tax Covenants. (a) The Corporation hereby agrees and warrants to each TRA Party (i) that it will not cause the Company or any material Subsidiary of the Company to convert into, or elect to be treated as, a corporation for Tax purposes without the prior written consent of the TRA Party Representative,
(i) that it will not cause the Company to contribute any of its material assets into one or more Subsidiaries that are treated as corporations for Tax purposes, or cause the Company to liquidate or distribute in kind any of its material non-cash assets to its members, without the prior written consent of the TRA Party Representative, and (iii) that it will cause the Company, and any material Subsidiary that is treated as a partnership for Tax purposes, to make valid Section 754 elections (and all comparable elections under applicable state and local tax law) for its first Taxable Year ending after the date of this Agreement and it will not seek to revoke any such election until the Corporation has received all material tax benefits from all Exchange Party Basis Adjustments and Imputed Interest in respect of which the Corporation may be required to make any payments under this Agreement to the TRA Parties.
(b) The Corporation hereby agrees that prior to (i) any proposed Interest Sale (as defined in Section 5.2(c)) or (ii) any proposed sale or other disposition of all or any substantial part of the non-cash assets of the Company, it shall deliver to each TRA Party notice of such proposed transaction at least thirty (30) days prior to the consummation thereof and afford each TRA Party that still holds Company Units the opportunity to Exchange all or part of such Company Units prior to such date.
(c) For purposes of this Agreement, (i) any sale or other disposition of all or any part of the Corporation’s interest in the Company (an “Interest Sale”) shall be deemed to be comprised of a sale or other disposition of a pro rata portion of each of the separate interests held by the Corporation (i.e., the original interest of the Corporation as of the date of this Agreement and each additional interest acquired hereafter by Exchange or otherwise), regardless of whether such separate interests can be (or are) identified and separately conveyed, and (ii) notwithstanding any provision herein to the contrary, for purposes of determining the payments due to the TRA Parties hereunder attributable to such Interest Sale, each such separate interest that was acquired AmericasActive:18057467.3...
Certain Tax Covenants. The Company shall provide the applicable Preferred Unitholder with prior written notice, and shall obtain such Preferred Unitholder’s consent (not to be unreasonably withheld, conditioned or delayed), before it or any of its Subsidiaries effects any transaction outside the ordinary course of business that would reasonably be expected to require the Company to recognize income or gain in excess of $100,000 that would be allocated to such Member under Section 704(c) of the Code (or that would require such Member to recognize gain in excess of $100,000 under Section 737 of the Code) if such transaction would not be accompanied with a cash distribution to such Member in an amount at least equal to such allocated income or gain multiplied by an assumed tax rate equal to the highest maximum combined marginal federal, state and local income tax rates (including any tax rate imposed on “net investment income” by section 1411 of the Code) applicable to an individual resident in the locality where the Member resides (taking into account the character of such taxable income and the deductibility of state and local income tax for federal income tax purposes (to the extent applicable). The Company agrees, for all relevant tax purposes, to treat the assumption of any liabilities of TrueBridge Capital Partners, LLC and its subsidiaries pursuant to the Sale and Purchase Agreement dated as of August 24, 2020 by and among TrueBridge Capital Partners, LLC, EAP, MAW, the Company, P10 Parent and certain other parties (the “TrueBridge Purchase Agreement”) as the assumption by the Company of a “qualified liability” as defined in Treasury Regulations Section 1.707-5(a)(6).
Certain Tax Covenants. (a) Without the prior written consent of the Parent, prior to the Closing, the Company, its Representatives, and the Stockholders shall not make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Parent or the Surviving Corporation in respect of any Post-Closing Tax Period. The Company agrees that the Parent is to have no liability for any Tax resulting from any action of the Company, any of its Representatives, or the Stockholders. The Stockholders shall, severally and jointly, indemnify and hold harmless the Parent against any such Tax or reduction of any Tax asset.
(b) All transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be borne and paid by the Stockholders when due. The Stockholders shall timely file any Tax Return or other document with respect to such Taxes or fees (and the Parent shall cooperate with respect thereto as necessary).
Certain Tax Covenants a. Upon the request of any Wafra Participation Entity in connection with any Transfer of an interest in the Company for U.S. federal income tax purposes, to the extent a valid election under Section 754 of the Code (and any corresponding provisions of state and local Law) may be made but is not in effect as of the taxable year in which such Transfer occurs with respect to the Company or any Subsidiary that is treated as a partnership for U.S. federal income tax purposes, the Company and each Subsidiary with respect to which such Wafra Participation Entity has requested such election(s) be made shall make and maintain such election(s) for the taxable year of the Company or such Subsidiary that includes the date of such Transfer.
b. The DigitalBridge Parties shall (i) use commercially reasonable efforts to obtain any exemption from, reduction in, or refund of, Taxes collected by way of withholding (or similar) imposed by any Taxing Authority (whether sovereign or local) with respect to amounts allocable to, received by, or distributable by the Company to the Wafra Participation Entity (“Withholding Taxes”), (ii) notify the Wafra Participation Entity of the amount of any Withholding Taxes imposed, (iii) to the extent the exemption from, reduction in, or refund of, Withholding Taxes is required to be applied for by the Wafra Participation Entity, use commercially reasonable efforts to provide assistance upon the Wafra Participation Entity’s reasonable request to enable the Wafra Participation Entity to obtain any available reduction or refund of such Withholding Taxes, and (iv) provide the Wafra Participation Entity with such information and documentation as it may reasonably request to enable it to seek any exemption from, reductions in, or refunds or credits of, Withholding Taxes to which it is entitled; provided, that the Wafra Participation Entity shall reimburse the applicable DigitalBridge Parties for their reasonable out-of-pocket expenses attributable to obtaining any exemption from, reduction in or refund of Withholding Taxes of the Wafra Participation Entity. For the avoidance of doubt, Withholding Taxes shall include Taxes imposed pursuant to Section 1471 or Section 1472 of the Code or any successor provision.
c. The DigitalBridge Parties shall each use commercially reasonable efforts to ensure that each applicable Digital Colony Fund complies with any requirements of Sections 1471 or 1472 of the Code (including those set forth in Section 1471(b)(1)...
Certain Tax Covenants. The Company will comply with all provisions of the Tax Compliance Agreement applicable to it. The Company will not take any action or fail to take any action (including the requirement to make rebate payments to the United States as required under Section 148(f) of the Code and the Tax Compliance Agreement and the obligations described in 5.05 of the Indenture) which would cause the 2001 Bonds to be "arbitrage bonds" within the meaning of Sections 103(b) and 148(a) of the Code or would otherwise cause interest on the 2001 Bonds to be includible in the gross income of the holders thereof for federal income tax purposes (except with respect to the interest on the 2001 Bonds during any period when such Bonds are held by a "substantial user" of the Facilities financed by the 2001 Bonds or a "related person" within the meaning of Section 147(a) of the Code); provided, however, that if the Trustee receives an opinion of Recognized Bond Counsel that any action or failure to take action will cause the interest on the 2001 Bonds to be included in the gross income of Bondholders for federal income tax purposes, no Event of Default shall be deemed to have occurred unless and until there is a Final Determination of Taxability.
Certain Tax Covenants. The Purchaser covenants that, on or after the Closing Date, except as required by Law, it shall not and shall not cause or permit the Acquired Companies or any of its Affiliates to (i) take any action or omit to take any action on or after the Closing Date, including the distribution of any dividend or the effectuation of any redemption that the Purchaser or any applicable Affiliate of the Purchaser is aware, or ought reasonably to be aware, could give rise to any Tax liability, or reduce any Tax asset, of the Seller, (ii) without the prior written consent of Seller, make any claim, surrender, disclaimer, notice, consent election or deemed election under applicable Law with respect to any of the Acquired Companies in respect of a Pre-Closing Tax Period; (iii) file any Tax Return of the Acquired Companies for any Pre-Closing Tax Period (except as provided in Section 12.01); (iv) make or change any Tax election or amend, re-file or otherwise modify any Tax Return of the Acquired Companies or take any Tax position on any Tax Return of the Acquired Companies that the Purchaser is aware, or ought reasonably to be aware, results in any increased Tax liability or reduction in any Tax asset of the Seller or the Acquired Companies with respect to or that has retroactive effect to any Pre-Closing Tax Period, (v) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, or (vi) make or initiate any voluntary contact with a Taxing Authority (including any voluntary disclosure agreement or similar process) regarding any Pre-Closing Tax Period.
Certain Tax Covenants. SECTION 5.11
Certain Tax Covenants. (a) Proha shall furnish to the Company at or before the Closing the appropriate affidavit required by Section 1445(b) of the Code to enable the Company not to withhold a Tax under Section 1445(a) of the Code with respect to the transactions contemplated by this Agreement.
(b) The Artemis Entities agree, from and after the date of this Agreement and until Closing, to prepare all Tax Returns in a manner which is consistent with the past practices of Artemis Entities, as the case may be, with respect to the treatment of items on such Tax Returns, unless otherwise required by Applicable Law.
(c) Artemis Entities shall timely pay in full on or prior to the Closing Date all material Taxes and Tax liabilities required to be paid by or with respect to them for all Pre-Closing Periods, other than those Taxes being contested in good faith as of the Closing Date or those Taxes not due and payable as of the Closing Date, in each case which are adequately disclosed and for which an adequate reserve or accrual are established in the Artemis Entities Financial Statements or as set forth in the Schedules of Proha attached hereto. For purposes of the immediately preceding sentence, Taxes and Tax liabilities of Artemis Entities that relate to any Overlap Period shall be apportioned between the portion of the Overlap Period ending on and including the Closing Date and the portion of the Overlap Period beginning on the day after the Closing Date as follows: (i) in the case of Taxes other than income, sales and use and withholding Taxes, on a per diem basis, and (ii) in the case of income, sales and use and withholding Taxes, as determined from the books and records of Artemis Entities as though the taxable year of Artemis or any relevant Subsidiary terminated at the close of business on the Closing Date.
