Other Tax Covenants a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records.
b. Except as otherwise provided herein, without the prior written consent of Purchaser, neither the Seller nor any Affiliate of any the Seller shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date.
c. Without the prior written consent of the Seller, neither the Purchaser nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or...
Other Tax Covenants. (a) In the case of any Overlap Period, the amount of any Taxes of a Partner Company based upon or measured by net income or gross receipts which related to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of such Partner Company as of the Effective Time (and for such purpose, the Taxable period of any partnership or other pass-through entity in which such Partner Company holds a beneficial interest shall be deemed to terminate at such time). The amount of Taxes other than Taxes of each Partner Company based upon or measured by net income or gross receipts for an Overlap Period which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Taxable period ending at the Effective Time and the denominator of which is the number of days in such Overlap Period.
(b) Any Tax refund, credit or similar benefit relating to Pre-Closing Tax Period shall be for the benefit and the property of Partner Company Stockholder, except to the extent that such refund, credit or similar benefit was reflected in the calculation of Adjusted Working Capital or otherwise taken into account in determining the final Purchase Price, and if realized after the Effective Time by Founder or any Partner Company (or any of their affiliates), shall be paid over promptly to Partner Company Stockholder within ten (10) days after realization thereof. Any Tax refund, credit or similar benefit relating to any Overlap Period shall be attributed to the Pre-Closing Tax Period and/or the Post-Closing Tax Period based upon the method employed in Section 9.3(a).
(c) Founder, the Partner Companies, and Partner Company Stockholder shall cooperate fully, as and to the extent reasonably requested by any other party hereto, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes of, or attributable to, such Partner Company. Such cooperation shall include the retention and (upon any other party’s request) the provision of records and information that 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. Founder, the Partner Companies, and Partner Company Stockholder agree (i) to ...
Other Tax Covenants. In consideration of the acceptance and execution of the Purchase Agreement by the Trustee and the purchase by the Owners, from time to time, and in consideration of retaining the exclusion of the portion of each Payment denominated as and comprising interest pursuant to the Purchase Agreement and received by the Owners for federal income tax purposes, the City shall, from time to time, neither take nor fail to take any action, which action or failure to act is within its power and authority and would result in such portion of each such Payment becoming subject to inclusion in gross income for federal income tax purposes under either laws existing on the date of execution of the Purchase Agreement or such laws as they may be modified or amended or tax laws later adopted. The City shall comply with such requirement(s) and will take any such action(s) as are necessary to prevent such portion of each such Payment from becoming subject to inclusion in gross income for federal income tax purposes. Such requirements may include but are not limited to making further specific covenants; making truthful certifications and representations and giving necessary assurances; complying with all representations, covenants and assurances contained in certificates or agreements required by any Special Counsel’s Opinion; to pay to the United States of America any required amounts representing rebates of arbitrage profits relating to the Obligations; filing forms, statements and supporting documents as may be required under the federal tax laws; limiting the term of and yield on investments made with moneys held pursuant to this Trust Agreement and limiting the use of the proceeds of the Obligations and property financed thereby.
Other Tax Covenants. (a) (i) All powers of attorney, if any, granted by Sellers with respect to Taxes relating to any of the Assets or the GmbH Subsidiary shall be revoked as of the Closing Date.
Other Tax Covenants. (a) From and after the Closing, the Buyer Indemnitees shall be entitled to indemnification from Parent, and Parent shall indemnify, defend and hold harmless each of the Buyer Indemnitees, for all Excluded Taxes (limited in the case of Taxes of the Company and its Subsidiaries to the Indemnification Escrow Deposit).
(b) During the period from the date hereof and continuing through the Closing, without the prior written consent of Buyer, Parent shall not, to the extent it may affect, or relate to, the Company or any of its Subsidiaries, for a Post-Closing Tax Period, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction other than as is consistent with past practice. Except with the prior written consent of Parent, Buyer shall not and shall procure that the Company and its Subsidiaries shall not file or cause to be filed any amended Tax Return for any Pre-Closing Tax Period to the extent it may affect, or relate to, the Company or any of its Subsidiaries, for a Pre-Closing Tax Period and materially adversely affect the Parent.
(c) Buyer shall prepare, or cause to be prepared, all Tax Returns required by applicable Law to be filed by or with respect to the Company and its Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Period (including any Straddle Period); provided that for the avoidance of doubt Parent shall prepare any federal or state income Tax Return required by applicable Law to be filed by or with respect to the Company or any of its Subsidiaries with respect to a Pre-Closing Tax Period (other than a Straddle Period). Any such Tax Return shall be prepared in a manner consistent with past practice (unless such past practice is not in accordance with Law) and a copy thereof submitted by the preparing Party to the other Party for its review and comment at least 30 days prior to the due date (including extensions) of such Tax Return; provided that, if the income Tax Returns prepared for review include any business operations and activities of Parent or Buyer, as applicable, other than with respect to the Company or its Subsidiaries, they shall be prepared on a pro-forma basis that shall only include the business operations and activities of the Company and its Subsidiaries, with a copy of the actual Tax Returns to be provided by the preparing Party to the other Party at least ten (10) days prior to the due da...
Other Tax Covenants. In consideration of the acceptance and execution of the Purchase Agreement by the Trustee and the purchase by the Owners of the Obligations, and in consideration of retaining the exclusion of the portion of each Payment denominated as and comprising interest pursuant to the Purchase Agreement and received by the Owners of the Obligations for federal income tax purposes, the City shall, from time to time, neither take nor fail to take any action, which action or failure to act is within its power and authority and would result in such portion of each such Payment becoming subject to inclusion in gross income for federal income tax purposes under either laws existing on the date of execution of the Purchase Agreement or such laws as they may be modified or amended or tax laws later adopted. The City shall comply with such requirement(s) and will take any such action(s) as are necessary to prevent such portion of each such Payment from becoming subject to inclusion in gross income for federal income tax purposes. Such requirements may include but are not limited to making further specific covenants; making truthful certifications and representations and giving necessary assurances; complying with all representations, covenants and assurances contained in certificates or agreements required by any Special Counsel’s Opinion; to pay to the United States of America any required amounts representing rebates of arbitrage profits relating to the Obligations; filing forms, statements and supporting documents as may be required under the federal tax laws; limiting the term of and yield on investments made with moneys held pursuant to this Trust Agreement and limiting the use of the proceeds of the Obligations and property financed thereby.
Other Tax Covenants. (a) The Borrower shall make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act (as defined in the Indenture) or impair the exclusion from gross income for federal income tax purposes of the interest on the Bonds. The Borrower intends to utilize the portion of the Project financed with proceeds of the Bonds as multifamily rental housing during the Qualified Project Period (as defined in the Regulatory Agreement).
(b) Not in excess of two percent (2%) of the proceeds of the Loan will be used to pay costs of issuance of the Bonds.
(c) The acquisition, rehabilitation and operation of the Project in the manner presently contemplated and as described herein and in the Regulatory Agreement will not conflict with any zoning, water or air pollution or other ordinance, order, law or regulation applicable thereto. The Borrower will cause the Project to be constructed and operated in all material respects in accordance with all applicable federal, state and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality.
(d) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the Project; that it is familiar with the provisions of all of the documents and instruments relating to the financing of the Project to which it is a party; that it understands the risks inherent in such transactions, including without limitation the risk of loss of the Project; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Issuer in any manner except to issue the Bonds in order to provide funds for the Loan.
(e) The Borrower intends to hold the Project for its own account, has no current plans to sell and has not entered into any agreement to sell the Project.
(f) All of the proceeds from the Loan plus any income from the investment of the proceeds of the Loan will be used to pay or reimburse the Borrower for Project Costs (as defined in the Regulatory Agreement), and at least 95% of the proceeds of the Loan will be used to pay or reimburse the Borrower for Qualified Project Costs (as defined in the Regulatory Agreement) and less than 25% of such amount will be used to pay or reimburse the Borrower for the cost of land or any interest therein. The Borrower shall assure that the proceeds of the ...
Other Tax Covenants. (a) No party shall make (or purport to make) any election under Section 1.1502-76(b)(2)(ii)(D) of the Treasury Regulations to ratably allocate items under Section 1.1502-76(b)(2)(ii) of the Treasury Regulations or any election described in Section 1.1502-76(b)(2)(iii) of the Treasury Regulations
(b) No election under Section 336 or 338 of the Code (or any comparable applicable provision of state, local or foreign Tax law) shall be made with respect to the Contemplated Transactions.
(c) Parent shall be a “C corporation” for purposes of the Code and shall cause the Company to (A) join Parent’s “consolidated group” (within the meaning of Treasury Regulation Section 1.1502-1(h) and any corresponding state or local law provision) effective as of the beginning of the day after the Closing Date and (B) to the extent permitted by applicable Law, treat the Closing Date as the last date of a Tax period the Company. The parties hereto shall treat the Closing Date as the last day of the taxable period of the Company for all Tax purposes.
(d) None of Parent, the Company, or any of their Affiliates shall, without the prior written consent of the Company Interest Representative (which consent shall not be required if any of the following is required by applicable Law) (A) amend any Tax Return relating to a taxable period (or portion thereof) ending on or prior to the Closing Date, including without limitation any Tax Return related to a Straddle Period, (B) make any Tax election or take any other action that has the effect of increasing the amount of Taxes attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date, or (C) make a voluntary disclosure to any Governmental Body with respect to any Tax or Tax Returns of the Company for any taxable period (or portion thereof) ending on or prior to the Closing Date.
Other Tax Covenants. (a) For all purposes under this Agreement, any Transaction Deductions shall be treated as allocable to the Pre-Closing Tax Period to the fullest extent permitted by applicable Law.
(b) No party shall make (or purport to make) any election under Section 1.1502-76(b)(2)(ii)(D) of the Treasury Regulations to ratably allocate items under Section 1.1502-76(b)(2)(ii) of the Treasury Regulations or any election described in Section 1.1502-76(b)(2)(iii) of the Treasury Regulations
(c) No election under Section 336 or 338 of the Code (or any comparable applicable provision of state, local or foreign Tax law) shall be made with respect to the Contemplated Transactions.
(d) Parent shall be a “C corporation” for purposes of the Code and shall cause the Company to (A) join Parent’s “consolidated group” (within the meaning of Treasury Regulation Section 1.1502-1(h) and any corresponding state or local law provision) effective as of the beginning of the date following the Closing Date and (B) to the extent permitted by applicable Law, treat the Closing Date as the last date of a Tax period the Company.
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