Purchaser Tax Act Sample Clauses
Purchaser Tax Act. Notwithstanding anything in Section 9.1(a), the Sellers or the Sellers’ Parent shall not have any indemnification obligation to the Purchasers under this Agreement for any Taxes or Losses resulting directly from a Purchaser Tax Act.
Purchaser Tax Act. None of Buyer or any of its Affiliates (including, after the Closing, the Companies) will, following the Closing (including the portion of the Closing Date after the Closing), other than an action required by applicable Law or contemplated hereunder, without the prior written consent of Sellers which will not be unreasonably withheld, conditioned, or delayed: (i) make any Tax elections, including but not limited to entity classification elections pursuant to Treasury Regulations Section 301.7701-3, with respect to either Company or any Subsidiary of either Company with an effective date on or prior to the Closing Date or during a Straddle Period, or (ii) amend a Tax Return filed by or with respect to the Companies or any of their Subsidiaries for any Pre-Closing Tax Period or Straddle Tax Period. Upon the request of Buyer or any of its Affiliates, Sellers and their Affiliates on the one hand, and Buyer and its Affiliates on the other hand, will cooperate in good faith to determine, in advance of any proposed action by Buyer or any of its Affiliates that may be described in this Section 4.12(k), the amount of any income, gain, deduction or credit that would be realized as a result of such proposed action.
Purchaser Tax Act. Purchaser covenants that it shall not commit, and shall not cause or permit the Company or any of Purchaser’s Affiliates to commit, any Purchaser Tax Act; provided, however, if Purchaser obtains a Tax ruling or similar agreement from all required Taxing Authorities concluding, to the satisfaction of the Seller, that there will be no increase in Pre-Closing Taxes or other adverse impact on the Seller including resulting in the Seller having to indemnify the Purchaser under the terms of this Agreement as a result of Purchaser taking any action described in clauses (a)(i) and (a)(ii) of the definition of Purchaser Tax Act, then Purchaser shall be entitled to take such action, but only to the extent that all required Taxing Authorities have determined that such action will not give rise to any Pre-Closing Taxes or other adverse impact to Seller as contemplated herein. Purchaser shall, at its expense, (i) prepare any ruling or application described in this Section 10.01(b), (ii) submit said ruling to Seller and its representative a reasonable period of time prior to filing or submitting the ruling or application to a Taxing Authority, and (iii) reflect any reasonable comments provided by Seller in the submission or filing made to the Taxing Authority.
Purchaser Tax Act. Except as otherwise required by Law, Purchaser shall not commit, and shall not cause or permit any Acquired Company or any of Purchaser’s Affiliates to commit, any Purchaser Tax Act.
Purchaser Tax Act. Section 8.01(a) Receivables Agreement ........................................
Purchaser Tax Act. Section 7.01(a) Purchaser Welfare Plans.......................................Section 4.06(e) Purchaser's Accountants....................................Section 1.07(b)(1) Records.......................................................Section 1.02(c) Schedules.....................................................Section 8.05(a) Sections......................................................Section 8.05(a) Seller...............................................................
Purchaser Tax Act. 13 QST ........................................................13