Post-Closing Tax Covenants; Certain Tax Returns Sample Clauses

Post-Closing Tax Covenants; Certain Tax Returns. Parent shall not, and shall not cause or permit any of its Affiliates (including the Acquired Companies after the Closing) to (i) make any election under Section 338 or 336(e) of the Code with respect to the acquisition of any Acquired Company pursuant to this Agreement, (ii) make any Tax election or (iii) amend any material Tax Return, in each case, that could reasonably be expected to materially increase the liability of any of the Stockholders for Taxes (including pursuant to this Agreement). Parent shall be responsible for the preparation and filing of any Tax Return required to be filed by an Acquired Company after the Closing.
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Post-Closing Tax Covenants; Certain Tax Returns. Buyer shall not, and shall not cause or permit any of its Affiliates (including NLC and its Subsidiaries after the Closing) to (i) make any election under Section 338 or 336(e) of the Code with respect to the acquisition of any of NLC or its Subsidiaries pursuant to this Agreement, (ii) make, change or revoke any Tax election (including any entity classification election pursuant to Treasury Regulation Section 301.7701-3) with respect to NLC or any of its Subsidiaries that has retroactive effect to any taxable period (or portion thereof) ending on or before the Closing Date, (iii) take any action on the Closing Date or after the Closing that is outside the ordinary course of business with respect to NLC or any of its Subsidiaries except to the extent any such transaction is treated as occurring after the Closing Date and is reported solely on Tax Returns of Buyer or any of its Affiliates (including NLC and its Subsidiaries after the Closing), or (iv) take any action or enter into any transaction, in each case, not required by applicable Law or this Agreement that could reasonably be expected to increase the liability of any of Seller or its Affiliates (other than NLC and its Subsidiaries) for Taxes. Seller shall make an election pursuant to Treasury Regulations Section 1.1502-36(d)(6)(i)(A) and Section 1.1502-36(e)(5) to reduce its basis in the NLC Shares if such shares are “loss shares” within the meaning of Treasury Regulations Section 1.1502-36(f)(7).
Sample 1
Post-Closing Tax Covenants; Certain Tax Returns. (a) Purchaser shall not, and shall not cause or permit any of its Affiliates (including the Purchased Entities after the Closing) to, make any election under Section 338 or 336(e) of the Code with respect to the acquisition of any Purchased Entity pursuant to this Agreement, except for the Section 336/338 Elections in accordance with Section 6.2.
Sample 1

Related to Post-Closing Tax Covenants; Certain Tax Returns

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Gross-up for Certain Taxes 6.1.1 If it is determined by the Company’s independent auditors that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 6.6 and 6.7, within five business days after such determination, pay the Executive an amount (the “Gross-up Payment”) equal to the product of:

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • 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 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.

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