IRS Closing Agreement. Neither New NGC nor HII shall take, or permit any New NGC Group Member or HII Group Member to take, any action that could be reasonably likely to be inconsistent with any provision of the IRS Closing Agreement.
IRS Closing Agreement. Except as otherwise mutually agreed by Buyer and Seller, prior to the Closing Date, Buyer and Seller shall furnish to the IRS a closing agreement of the type described in Treasury Regulation 1.1503-2(g)(2)(iv)(B)(3). Except to the extent otherwise required by the IRS, such closing agreement shall be in substantially the form attached hereto as Exhibit B (the “IRS Closing Agreement”). Buyer acknowledges and agrees that it will be liable for any Taxes resulting from a recapture of the losses which are the subject of such closing agreement if Buyer fails to take future actions required to avoid any such recapture. Each of Buyer and Seller agree that they will execute the IRS Closing Agreement promptly following approval of the IRS Closing Agreement by the IRS.
IRS Closing Agreement. The payment of any such additional cash consideration, as described in clause (ii) of the immediately preceding paragraph entitled “Adjustments to Merger Consideration” above, is dependent on CorePoint entering into a definitive closing agreement with the IRS prior to the closing. The amount of such potential additional cash consideration, if any, payable to holders of CorePoint common stock is determined based on the amount, if any, by which the settlement amount with respect to the IRS Matter (including any penalties and accrued interest with respect thereto) is less than $160 million. CorePoint received a settlement offer from the IRS with respect to the IRS Matter on November 5, 2021. On the basis of such offer, CorePoint entered into a settlement agreement on Form 870-AD with the IRS on November 29, 2021 (the “November 29 Closing Agreement”), which provides for total payments by CorePoint of approximately $89.6 million plus statutory interest through the date of payment to the IRS. Pursuant to the November 29 Closing Agreement, the total payment amount for the settlement of the IRS Matter is dependent on the calculation of interest by the IRS, which includes a determination by the IRS of the applicable statutory interest rates and applicable time periods, and the date on which the settlement payment (including interest as calculated by the IRS) is made to the IRS. As a result, CorePoint cannot determine the total payment amount with specificity as of the date of this proxy statement. However, pursuant to the November 29 Closing Agreement, based on the foregoing and assuming that CorePoint makes the settlement payment to the IRS on or about the date of the effective time of the merger, CorePoint currently estimates that the amount of any such additional consideration will likely be between approximately $0.10 per share and approximately $0.35 per share, although there can be no assurance that any such additional consideration will fall within that range. Following receipt by XxxxXxxxx of the determination by the IRS of the applicable statutory interest rate and calculation by the IRS of the interest payable, CorePoint expects to inform the holders of CorePoint common stock of the expected amount of any additional consideration as determined based on such calculation by the IRS. In connection with the closing, CorePoint expects to inform the holders of CorePoint of the definitive amount of any such additional consideration. There can be no assurances th...
IRS Closing Agreement. On November 3, 2010, the Rehabilitator learned that AFG had received an “Information Document Request” from the IRS asking AFG to describe its legal basis for claiming approximately $700 million of federal income tax refunds that were subsequently paid by AFG to AAC pursuant to a tax sharing agreement between AFG and AAC (the “Tax Refund Payments”). Out of concern that the IRS might attempt to impose a levy on the proceeds of the Tax Refund Payments, an action which could have had severe consequences for AAC and the Segregated Account, the AAC board of directors voted to allocate to the Segregated Account: (i) any liabilities that AAC may have to AFG in regard to tax refunds including, but not limited to, any preference claim or fraudulent transfer claim pertaining to such subjects brought by, or on behalf of, AFG in any bankruptcy proceeding involving AFG; and (ii) any liabilities that AAC may have to the IRS in regard to certain taxes or tax refunds.
IRS Closing Agreement. It is agreed that the obligations of the parties hereto are subject to the execution of a "Closing Agreement as to Final Determination Covering Specific Matters" among the Village, FW and the Commissioner of the Internal Revenue Service, substantially in the form attached hereto as EXHIBIT 4, the terms of which all parties hereto accept, or such other form as FW and the Bondholders, in their sole discretion, shall mutually agree (the "IRS Closing Agreement").
IRS Closing Agreement. The Business Manager shall pay on behalf of American any amounts payable to the IRS or the U.S. Treasury in connection with the matters addressed in the closing agreement requests, dated February 27, 2013 and October 22, 2012 sent on behalf of American and MB REIT (Florida), Inc., respectively (collectively, the “Closing Agreement”). After the Closing Date, American shall continue to pursue the Closing Agreement and, in connection therewith, shall contend that any amounts payable to the IRS or the U.S. Treasury pursuant to the Closing Agreement should not exceed the amounts suggested in written communications submitted to the IRS by Deloitte on behalf of American; provided, however, that if the IRS disagrees with such suggestion or the calculation of such amount, American shall have no further obligation to object to or contest the amount determined by the IRS and may enter into the Closing Agreement reflecting the calculation determined by the IRS, at which point the Business Manager shall be obligated to pay such amount on behalf of American pursuant to the first sentence hereof.
