Certain Tax Issues Sample Clauses

Certain Tax Issues. Each Roll-Over Investor and Mezzanine Investor has reviewed with his or her own tax and legal advisors the federal, state, local and foreign tax consequences of such Roll-Over Investor’s or Mezzanine Holder’s acquisition of shares of Capital Stock and the transactions of and contemplated by this Agreement and the Merger Agreement. Each Roll-Over Investor and Mezzanine Investor is relying solely on such advisors and not on any statements of GEI, the Company or any of their respective agents with respect to such tax consequences. Each Roll-Over Investor and Mezzanine Investor understands that it, he or she (and not GEI or the Company) shall be responsible for their own tax liability that may arise as a result of such Roll-Over Investor’s or Mezzanine Investor’s acquisition of shares of Capital Stock or the transactions contemplated by this Agreement and the Merger Agreement. Each Roll-Over Investor and Mezzanine Investor understands that it may be beneficial in certain circumstances to elect to be taxed as of the date of its, his or her acquisition of shares of Capital Stock rather than when certain restrictions set forth in this Agreement lapse by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with the Internal Revenue Service within 30 days from the Award Date. EACH ROLL-OVER INVESTOR AND MEZZANINE INVESTOR ACKNOWLEDGES THAT IT IS HIS OR HER RESPONSIBILITY AND NOT GEI OR THE COMPANY’S RESPONSIBILITY TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF SUCH ROLL-OVER INVESTOR OR MEZZANINE INVESTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF. Each Roll-Over Investor and Mezzanine Investor acknowledges that nothing in this Agreement constitutes tax advice.
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Certain Tax Issues. The exact manner of the ------------------ contribution of each Liberty Media Group Asset by Liberty Media Corporation, Stockholder, AGI and Liberty AGI to Liberty Media Group LLC (i.
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Certain Tax Issues. Notwithstanding anything to the contrary in this Agreement (including, without limitation, Section 6.14), on or prior to the date that is eleven months after the Closing Date, Sellers shall, at Sellers’ sole cost and expense (less any net Tax overpayment made collectively by the Purchased Companies and their Subsidiaries for time periods commencing after August 13, 2003 and prior to the Effective Time, but without duplication under Section 6.14(d)), cause the Tax issues set forth in Schedule 6.16 to be cured as further described in such Schedule.
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Certain Tax Issues. GS shall have received an opinion from its counsel, Sullxxxx & Xromxxxx, xxat the Overall Transaction shall be treated as a loan for federal income tax purposes.
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Certain Tax Issues. The Purchaser has not incurred any material Federal or state tax obligations that are not the subject of or disclosed in the Plan of Reorganization.
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Certain Tax Issues. (a) Seller shall, at Buyer's reasonable request, provide such information relating to the A/V Business in its possession as Buyer reasonably deems necessary for the purposes of preparing tax returns Buyer files with respect to periods after the Closing. (b) Seller shall prepare or cause to be prepared, and shall file or cause to be filed, all tax returns for Seller for all periods ending on or prior to the Closing Date which are due after the Closing Date and Seller shall pay, or cause to be paid, all taxes required to be paid in connection therewith. Such tax returns shall be prepared in a manner consistent with past practices.
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Certain Tax Issues. (a) The Partners intend that the Purchaser will qualify, and maintain its status, as a domestically controlled qualified investment entity for purposes of Section 897(h) of the Code. The General Partner will use commercially reasonable efforts to ensure that the Purchaser so qualifies and maintains such qualification. The General Partner shall use commercially reasonable efforts to ensure that following the Closing no direct interest, or to the extent the General Partner has consent over such transfers, indirect interests, in the Purchaser (other than an interest held through SAFANAD) is acquired by any person that is not a U.S. person for purposes of determining whether the Purchaser qualifies as a domestically controlled qualified investment entity and, subject to the Permitted NHI Transfer which shall in no event require the consent of any Partner, the Transfer of 1051492.09-NYCSR02A - MSW any direct or indirect interest in the Purchaser (other than an interest held through SAFANAD) to any person that is not a U.S. person for purposes of determining whether the Purchaser qualifies as a domestically controlled qualified investment entity will require the prior written consent of SAFANAD (it being acknowledged and agreed that the foregoing shall not restrict the transferability of interest in the Purchaser in accordance with Section 12.4(g)). Notwithstanding the foregoing, the foregoing restrictions set forth in this Section 3.12 shall be subject to the fiduciary duties of NHI and its board of directors to its shareholders and to other constituencies. (b) Any Partner that becomes aware that the Purchaser is unable to maintain, or is expected to lose, for any reason, its status as a domestically controlled qualified investment entity, shall promptly notify SAFANAD and, in such case, notwithstanding anything to the contrary in this Agreement: (a) SAFANAD shall be permitted to Transfer all or part of its interest in the Investment Partnership to an Affiliate of SAFANAD to protect itself from any adverse impact relating to the same, and the transferee of such interest shall be admitted as a substituted Limited Partner and shall succeed to all the rights and obligations of SAFANAD under to this Agreement, and (b) the Parties shall negotiate in good faith to restructure the Purchaser and/or Investment Partnership or protect SAFANAD from any adverse impact relating to the same; in each case provided, that such Transfer or restructuring would not result in an adv...
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Certain Tax Issues 
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Related to Certain Tax Issues

  • Certain Tax Matters (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Income Tax Liability Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • Tax Issues The parties agree that the payments and benefits provided under this Agreement, and all other contracts, arrangements or programs that apply to him/her, shall be subject to Section 16 of the Employment Agreement.

  • Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.

  • Certain Taxes and Fees All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Changes in Tax Laws In the event that, subsequent to the Closing Date, (1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (3) compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any Governmental Authority: (i) does or shall subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment Fees or other Fees payable hereunder or changes in the rate of tax on the overall net income of Agent or such Lender); or (ii) does or shall impose on Agent or any Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers shall promptly pay to Agent or such Lender, upon its demand, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this Section 1.11(b), it shall promptly notify Borrower Representative of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower Representative (with a copy to Agent) shall, absent manifest error, be final, conclusive and binding for all purposes.

  • No Deduction for Certain Taxes Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

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