Preservation of Tax Treatment Sample Clauses

Preservation of Tax Treatment. Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, PARENT shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax status of the Consolidation Plan as qualifying under Section 351 of the Code.
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Preservation of Tax Treatment. 43 10.3 Preparation and Filing of Tax Returns...........................43 10.4 Directors.......................................................44 10.5
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Preservation of Tax Treatment. 32 9.3 Preparation and Filing of Returns........................ 32 9.4
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Preservation of Tax Treatment. (a) Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, QSI shall not and shall not permit any of its subsidiaries to undertake any act that would prevent qualification of the transaction as an exchange meeting the requirements of Code Section 351, including: (i) the retirement or reacquisition, directly or indirectly, of all or part of the QSI Stock issued in connection with the transactions contemplated hereby; or (ii) the entering into of financial arrangements for the benefit of the Stockholders. (b) Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, the Stockholders shall not undertake any act that would prevent qualification of the transaction as an exchange meeting the requirements of Code Section 351. (c) Each of the Company, QSI and each Stockholder shall comply with the reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall not take any position on any Return inconsistent with characterization of the transaction as an exchange meeting the requirements of Code Section 351.
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Preservation of Tax Treatment. 54 Section 6.19 Accountants' Comfort Letters.......................................... 55 Section 6.20
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Preservation of Tax Treatment. (a) From and after the date of this Agreement (a) the Parent Corporation and the Company and their respective Subsidiaries will use their reasonable commercial efforts to cause the Merger to constitute a reorganization within the meaning of Section 368(a) of the Code and (b) neither the Parent Corporation nor the Company, nor any of their respective Subsidiaries, will knowingly take or omit to take any action that would prevent the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code. (b) The Parent Corporation has no plan or intention to cause the Company to issue additional shares of stock of the Company on or after the Closing that would result in the Parent Corporation losing "control" of the Company within the meaning of Section 368(c) of the Code. Following the Closing, the Parent Corporation will either continue at least one significant historic line of business of the Company or use a significant portion of the Company's historic business assets in a business. For purposes of this representation, the Parent Corporation will be treated (i) as holding all of the businesses and assets of all of the members of the "qualified group" and (ii) as conducting the business of a partnership if members of the "qualified group" own (in the aggregate) more than a thirty three and one-third percentage (33-1/3%) interest in the capital and general profits and losses of the partnership or own more than a twenty percent (20%) interest in the capital and general profits and losses of the partnership and have active and substantial management functions as a partner with respect to the business of the partnership. The "qualified group" is one or more chains of corporations conducted through stock ownership with the Parent Corporation, but only if the Parent Corporation owns directly an amount of stock meeting the control requirements of Section 368(c) of the Code in at least one of the corporations and stock meeting the control requirements of Section 368(c) of the Code in each of the corporations (except the Parent Corporation) is owned directly by one of the other corporations. Except for transfers of stock and assets described in Treas. Reg. Section 1.368-2(k)(2) and dispositions of assets in the ordinary course of business, the Parent Corporation has no plan or intention to liquidate the Company; merge the Company with or into another corporation; sell, distribute or otherwise dispose of the stock of the Company; or cause the C...
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Preservation of Tax Treatment. From and after the date of this Agreement through the Closing Date, neither Sxxx nor MMI, nor any of their respective Subsidiaries, will knowingly take or omit to take any action that would prevent the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.
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Preservation of Tax Treatment. Except as contemplated by this Agreement after the Effective Time, MARINEMAX shall not, and shall not permit any of its subsidiaries, to undertake any act that would jeopardize the tax-free status of the reorganization contemplated by this Agreement, including, without limitation, the retirement or reacquisition, directly or indirectly, of all or part of the MARINEMAX Stock issued in connection with the transactions contemplated hereby.
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Related to Preservation of Tax Treatment

  • PRESERVATION OF TAX AND ACCOUNTING TREATMENT Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, TCI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax-free status of the organization, including without limitation: (a) the retirement or reacquisition, directly or indirectly, of all or part of the TCI Stock issued in connection with the transactions contemplated hereby; or (b) the entering into of financial arrangements for the benefit of the Stockholders.

  • Non-Confidentiality of Tax Treatment All parties hereto agree that each of them and each of their employees, representatives, and other agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. “Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011-4; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section 17.15 shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions contemplated hereby.

  • Preservation of Privilege Nothing contained in this Agreement or any Consent Judgment, and no act required to be performed pursuant to this Agreement or any Consent Judgment, is intended to constitute, cause, or effect any waiver (in whole or in part) of any attorney-client privilege, work product protection, or common interest/joint defense privilege, and each Party and Participating Subdivision agrees that it shall not make or cause to be made in any forum any assertion to the contrary.

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Retention of Tax Records Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Distribution Date (such later date, the “Retention Date”). If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer required to be kept by applicable Tax Law (or other applicable law) or are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system upon 90 days’ prior notice to ParentCo, and ParentCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system. If, at any time prior to the Retention Date, ParentCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then ParentCo may decommission or discontinue such program or system upon 90 days’ prior notice to SpinCo, and SpinCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

  • Preservation of Company Existence The Servicer will preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Preservation of Marks Each Assignor agrees to use or license the use of its Marks in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Marks as trademarks or service marks registered under the laws of the United States or the relevant foreign jurisdiction.

  • Preservation of Rights No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

  • Preservation of Existence and Similar Matters Except as otherwise permitted under Section 9.4., the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Property Bank shall not be bound to take any steps necessary to preserve any rights in any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities and Obligations as against prior parties who may be liable in connection therewith, and Borrower and Guarantor hereby agree to take any such steps. Bank, nevertheless, at any time, may (a) take any action it deems appropriate for the care or preservation of such property or of any rights of Borrower and/or Guarantor or Bank therein; (b) demand, sue for, collect or receive any money or property at any time due, payable or receivable on account of or in exchange for any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities to Bank; (c) compromise and settle with any person liable on such property; or (d) extend the time of payment or otherwise change the terms of the Loan Documents as to any party liable on the Loan Documents, all without notice to, without incurring responsibility to, and without affecting any of the Obligations or Liabilities of Guarantor.

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