Certain Tax Protections Sample Clauses

Certain Tax Protections. Buyer shall be liable for and shall hold PRTCD and its Affiliates harmless from and against (i) any and all Taxes of the Company and the Company Subsidiaries for Tax periods (or portions thereof) beginning after the Closing Date), (ii) any and all Taxes resulting from transactions or actions outside the ordinary course of business taken on the Closing Date but after the Closing by Buyer, the Company and the Company Subsidiaries or any Affiliate thereof, other than as expressly contemplated by this Agreement, the Commercial Agreements or the Commitment Letters, and (iii) any increase in Taxes resulting to PRTCD or any of its Affiliates as a result of the creation of any income that is not Industrial Development Income (as defined in the Puerto Rico Tax Incentives Act of 1998), resulting from transactions or actions outside the ordinary course of business entered into by Buyer, the Company and the Company Subsidiaries or any of their Affiliates after the Closing but at or prior to the close of business on the last day of the taxable year in which the Closing Date occurs; provided, however, that any Affiliate that is entitled to indemnification pursuant to Section 7.2(b) of the Verizon Share Purchase Agreement shall not be entitled to indemnification under this Section 6.4 to the extent it has already been indemnified or sought indemnification pursuant to such Section 7.2(b) of the Verizon Share Purchase Agreement.
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Certain Tax Protections 
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Related to Certain Tax Protections

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • Cooperation on Tax Matters Acquiror, the Company and the Securityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company and the Securityholders’ Representative agree to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Acquiror, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror and the Securityholders’ Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

  • Certain Taxes Notwithstanding anything in this Agreement to the contrary, the Seller will file all necessary Tax Returns and other documentation with respect to all transfer, documentary, sales, use, stamp, registration and other Taxes and fees in connection with this Agreement, and, if required by applicable law, the Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The Buyer will pay to the Seller, on or before the date such payments are due from the Seller, any transfer, documentary, sales, use, stamp, registration and other Taxes and fees incurred in connection with this Agreement.

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