Covenants Regarding Tax Matters Sample Clauses

Covenants Regarding Tax Matters. (a) Taxes attributable to the taxable period of the Corporation beginning before and ending after the Closing Date shall be allocated (i) to the Sellers for the period up to and including the Closing Date to the extent such Taxes exceed the reserve therefor on the Closing Balance Sheet and (ii) to Purchaser for the period up to and including the Closing Date to the extent such Taxes do not exceed the reserve therefor on the Closing Date Balance Sheet and for the period subsequent to the Closing Date. For purposes of this Section 10.03(a), Taxes for the period up to and including the Closing Date and for the period subsequent to the Closing Date shall be determined on the basis of an interim closing of the books as of the Closing Date.
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Covenants Regarding Tax Matters. 6.1 Returns and Payment of Taxes. . . . . . . . . . . . . . .27 6.2
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Covenants Regarding Tax Matters. (a) After the Closing Date, Purchaser shall cause the Corporation to duly and timely make, prepare and file all Tax Returns required to be so made, prepared and filed by the Corporation for any Pre-Closing Tax Period for which Tax Returns have not been filed as of such date. Sellers and Purchaser shall co-operate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any such Tax Return and shall preserve such data and other information until the expiration of any applicable limitation period under any applicable Tax Laws. Any such income Tax Returns relating to the Corporation shall be submitted in draft form to Sellers at least fifteen (15) days before the date on which such Tax Returns are required by Law to be filed with the relevant Taxation Authority. The Agents shall, acting reasonably, have the right to review such Tax Returns and make any comments that it deems appropriate within fifteen (15) days following receipt thereof, which comments Purchaser may incorporate at its sole discretion, acting reasonably.
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Covenants Regarding Tax Matters. (a) From and after the Closing Date, Purchaser shall, at the cost and expense of the Vendors, cause the Acquired Companies to duly and timely make, prepare and file all Tax Returns required to be so made, prepared and filed by the Acquired Companies (i) for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date, and (ii) for periods beginning before and ending after the Closing Date.
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Covenants Regarding Tax Matters. (a) The Purchaser agrees that it will not, and will not cause or permit the Bank or the Bank’s Subsidiaries to take any action on the Closing Date after the Closing that would reasonably be expected to give rise to any Tax liability of the Sellers in respect of any Tax period (or portion thereof) ending on or before the close of business on the Closing Date (the “Pre- Closing Tax Periods”). The Purchaser agrees that the Sellers are to have no liability for any Tax resulting from any action referred to in the preceding sentence by the Purchaser or any Affiliate of the Purchaser, and agrees to indemnify and hold harmless the Sellers and their Affiliates against any such Tax.
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Covenants Regarding Tax Matters. 3.5.1 Without the prior written consent of Buyer, Seller shall not, to the extent it may affect or relate to the Partnership, make or change any Tax election (except for the Section 754 Election, as provided below), adopt or change any method of Tax accounting, file any amended Tax return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, offset or other reduction in Tax Liability, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or take or omit to take any other action, if any such action or omission referred to in any clause of this Section 3.5.1 could have the effect of increasing the Tax liability or reducing any Tax Asset (as defined below) of the Partnership or Buyer.
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Covenants Regarding Tax Matters. 45 3.6 Additional Covenants of Seller and Parent ................................. 47 3.6.1 Restructuring of Certain Leases .................................. 47 3.6.2
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Covenants Regarding Tax Matters. The Seller and the Purchaser shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit or other examination by any tax authority or judicial or administrative proceedings relating to a liability for Taxes, (ii) each retain and provide the other with any records or other information which may be relevant to any such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any return of the other for any period.
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Covenants Regarding Tax Matters 
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Related to Covenants Regarding Tax Matters

  • Covenants Regarding Information (a) From the date hereof until the Closing Date, subject to the Confidentiality Agreement, upon reasonable notice, the Seller shall and shall cause the Companies and their Subsidiaries to, afford the Buyer and its Representatives and the Financing Sources reasonable access to the properties, offices, plants and other facilities, books and records of the TS Business, and furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the TS Business. Notwithstanding anything to the contrary in this Agreement, none of the Seller, the Companies or any of their Subsidiaries shall be required to disclose any information to the Buyer or its Representatives or the Financing Sources if (i) such disclosure would jeopardize any attorney-client or other legal privilege, unless the Buyer agrees to enter into a joint defense agreement or other similar agreement that would reasonably be expected to preserve such privilege, (ii) such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (provided, that the Seller shall use reasonable best efforts to obtain a consent from any applicable third-party to share such information) or (iii) such information relates to any consolidated, combined or unitary Return filed by the Seller, the Companies or any of their Affiliates or any of their respective predecessor entities. No information or knowledge obtained in any investigation by the Buyer or other information received by the Buyer pursuant to Section 5.3(a) shall operate as a wavier or be deemed to modify or otherwise affect any representation, warranty or agreement contained herein or in any Ancillary Agreement or certificate, document or other instrument delivered in connection herewith, the conditions to the obligations of the Parties to consummate the Closing in Article VI or otherwise prejudice in any way the rights and remedies of the Buyer hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify the Buyer’s reliance on the representations, warranties, covenants and agreements made by the Seller herein.

  • Cooperation on Tax Matters (i) Parent, Company (including any of its subsidiaries) and Shareholders 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 Section and any audit, litigation 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 audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (and any of its subsidiaries) and Shareholders agree: (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or Shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, shall allow the other party to take possession of such books and records.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • SURVIVAL OF COVENANTS, ETC All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

  • Survival of Covenants Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

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