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.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Preservation of Tax Treatment. 42 10.3 Preparation and Filing of Tax Returns...........................42 10.4 Directors.......................................................43 10.5
Sample 1Sample 2See All (8)
Preservation of Tax Treatment. 34 10.3 Preparation and Filing of Tax Returns................................................ 34 10.4 [Intentionally Deleted].............................................................. 35 10.5
Sample 1See All (5)
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:
Sample 1Sample 2Sample 3See All (4)
Preservation of Tax Treatment. 54 Section 6.19 Accountants' Comfort Letters.......................................... 55 Section 6.20
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2Sample 3
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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

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:

  • Disclosure of Tax Treatment Notwithstanding the foregoing or anything herein to the contrary, all persons (and their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction described herein and all materials of any kind (including opinions or other tax analyses) that are provided to the recipient relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure shall be required to be kept confidential to the extent necessary to comply with any applicable securities laws.

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Federal Tax Treatment Notwithstanding anything to the contrary contained in this Agreement or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • 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.

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Preservation of Privilege The Parties and their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

  • Tax Treatment of Payments Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X as an adjustment to the Purchase Price for Tax purposes.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.