Certain Tax Related Matters Sample Clauses

Certain Tax Related Matters. (a) To the extent reasonably requested by the Trustee or any REMIC Administrator appointed thereby, the Master Servicer and the Special Servicer each agrees to assist the Trustee or such REMIC Administrator, as the case may be, in its duties and obligations under Section __ of the Terms Indenture in causing each REMIC Pool to take such action as is necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. Neither the Master Servicer nor the Special Servicer shall take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or any REMIC Administrator appointed thereby has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any REMIC Pool or the assets of any of them, or causing any REMIC Pool to take any action, which is not expressly permitted under the terms of this Agreement, each of the Master Servicer and the Special Servicer shall consult with the Trustee or any REMIC Administrator appointed thereby, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur, and neither such party shall take any such action or cause any REMIC Pool to take any such action as to which the Trustee or such REMIC Administrator has advised it in writing that an Adverse REMIC Event could occur.
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Certain Tax Related Matters. A. As of the Closing Date, the "earnings and profits" (within the meaning of Section 316 of the Code) of Ewinx xxx not greater than $-0-; and
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Certain Tax Related Matters. (a) MBIA has no plan or intention to have or permit 1838 to issue additional shares of its stock after the Merger.
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Certain Tax Related Matters. As it is the mutual good faith belief of you and the Company that none of the payments under this Agreement will result in you being subject to any interest or additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended, the Company shall not (i) designate any such payment as a payment covered by said Section 409A on any Form W-2, Wage and Tax Statement, issued to you by the Company and (ii) take any inconsistent position on any tax return or other tax filing or in any administrative or judicial tax proceeding.
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Certain Tax Related Matters. The parties agree that, for tax reporting purposes, any cash dividends payable by Escrow Agent to the Shareholder Representative under Section 4(e) or any other income earned on the Escrow Fund will be allocated among the Shareholders in proportion to their beneficial interests therein. If any cash dividends or other income is to be paid by Escrow Agent in accordance with this Agreement, such payment will be subject to backup withholding unless the Shareholder Representative provides the Escrow Agent with either (i) a schedule of certified taxpayer identification numbers and addresses for each of the Shareholders or (ii) a certified Internal Revenue Service Form W-8 or W-9 (as applicable) for each of the Shareholders. If required to do so, Escrow Agent will timely file with the Internal Revenue Service any applicable Forms 1099 following the relevant tax year for any payment of cash dividends or other income that it makes in accordance with this Agreement. 8 8.
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Related to Certain Tax Related Matters

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • ERISA and Related Matters The Borrower is not subject to any material obligations or liabilities, contingent or otherwise, with respect to any Plan. None of the assets of the Borrower are or could be deemed to be “plan assets” (as defined in Section 3(42) of ERISA) or assets of any Plan pursuant to any substantially similar non-U.S. or other law.

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Certain Tax Consequences In the event that the Executive becomes entitled to the payments and benefits described in this Section 5 (the "Severance Benefits"), if any of the Severance Benefits will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of an Excise Tax on the Severance Benefits and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 5, shall be equal to the Severance Benefits. For purposes of determining whether any of the Severance Benefits will be subject to the Excise Tax and the amount of such Excise Tax,

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • Related Matters Executive further acknowledges and agrees that as a condition to receipt of any severance benefits, Executive must (i) comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement; and (ii) resign from all officer and director positions with the Company and/or any affiliate (unless otherwise requested by the Company).

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • 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 the Acquiror Principal Shareholder when due, and the Acquiror Principal Shareholder will, at their 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, the Acquiree will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Definitions and Related Matters SECTION 1.1

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