Seller Tax Matters. 4.21.1. Seller (i) has neither agreement to make nor is required to make any adjustment under Section 481 of the Code by reason of a change in accounting method and (ii) is not a "consenting corporation" within the meaning of Section 341(f)(1) of the Code.
4.21.2. Seller has not made any payments, is not obligated to make any payments, nor is a party to any contract, agreement or arrangement covering any current or former employee or consultant of Seller that under certain circumstances could require it to make or give rise to any payments that are not deductible as a result of the provisions set forth in Section 280G of the Code or the Treasury Regulations thereunder or would result in an excise tax to the recipient of any such payment under Section 4999 of the Code.
4.21.3. Seller has no material federal tax attributes.
Seller Tax Matters. Without the Seller’s prior written consent (which may be withheld in the Seller’s sole discretion), the Purchaser shall not take (or allow UAV or any Affiliate to take) any of the following actions with respect to Taxes or Tax Returns, in each case for a Tax period ending on or before the Closing Date: (a) amend any previously filed Tax Returns of UAV; (b) extend or waive any statute of limitations with respect to Taxes or Tax Returns of UAV; (c) file any ruling request with any Governmental Entity that relates to Taxes or Tax Returns of UAV; (d) initiate disclosure to, or discussions or examinations with, any Governmental Entity regarding any Tax or Tax Return of UAV, including disclosure to, or discussions with, a Governmental Entity with respect to filing Tax Returns in jurisdictions that UAV has not filed a Tax Return or paid Taxes; (e) waive the right (or the portion thereof) to any Tax Refund that will give rise to a payment under Section 6.3(e); or (f) engage in any Purchaser Closing Date Transaction.
Seller Tax Matters. Purchaser shall not (and shall not permit any Person to) take, agree to or otherwise initiate any Seller Tax Matter, without the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed).
Seller Tax Matters. Buyer shall not (and shall not cause or permit any Affiliate, including after the Closing Date, any Acquired Entity, to) (i) except as expressly permitted under Section 5.8(a) or Section 5.8(i), take, cause, agree to or otherwise initiate any Seller Tax Matter without the prior written consent of Sellers (which consent, subject to Section 5.8(c)(ii), shall not be unreasonably withheld, conditioned or delayed) or (ii) make any election pursuant to Section 338(g) of the Code (or any similar election pursuant to state, local or non-U.S. Law) with respect to any Acquired Entity.
Seller Tax Matters. Buyer will not take, agree to or otherwise initiate (or permit any Person to do the same) any Seller Tax Matter, without the prior written consent of the Seller (which consent shall not be unreasonable withheld, conditioned or delayed). For purposes of this Section 7.7(f) the term “Seller Tax Matter” shall mean (i) amending, re-filing or supplementing any Tax Return of any member of the Company Group for a Pre-Closing Tax Period, (ii) filing any Tax Return of any member of the Company Group in any jurisdiction if the applicable member of the Company Group did not file a comparable Tax Return involving similar Tax items in such jurisdiction in the immediately preceding Tax period, (iii) extending or waiving any statute of limitations with respect to any Tax of any member of the Company Group; (iv) filing any ruling or similar request with any Tax Authority regarding any member of the Company Group that would affect a Pre-Closing Tax Period, (v) initiating or entering into any voluntary disclosure agreement or program with any Tax Authority regarding any Tax (whether asserted or unasserted) or Tax Return (whether filed or unfiled) of any member of the Company Group, (vi) making any Tax election with respect to any member of the Company Group with an effect on or before the Closing Date, (vii) taking any action outside of the ordinary course of business on the Closing Date that could reasonably be expected to increase the Tax liability of the Seller (other than as expressly contemplated by this Agreement), (viii) surrendering any right to claim, or otherwise, limiting the availability of any, Pre-Closing Tax Refund, and (ix) making, or causing to be made, any election under Section 336 or 338 of the Code (or any corresponding provision of state, local or foreign Law) with respect to any member of the Company Group.
Seller Tax Matters. Federal Taxes for Periods Through the Closing Date. Subject to -------------------------------------------------- Section 5.3(c) below, Seller will include the income of the Company and the Subsidiaries (including any deferred income triggered into income by Treas. Reg. (S) 1.1502-13
Seller Tax Matters. (a) To the extent not determined (within the meaning of Section 1313(a) of the Code) prior to the Closing Date, the Purchaser shall endeavor in good faith, at Seller’s expense, to (i) contest the proposed disallowance of R&E Credits for the U.S. federal income Tax Return of Xxxxxxx U.S. and its Subsidiaries of the Pre-Closing Tax Period ended December 31, 2018 and shall engage Deloitte Touche Tohmatsu Limited to assist in providing advisory support and analysis in furtherance of such Tax Proceeding and (ii) substantiate the R&E Credits and shall engage Deloitte Touche Tohmatsu Limited to assist in providing advisory support and analysis in furtherance of such substantiation.
(b) Except as required by Law, with the Seller’s written consent (not to be unreasonably withheld, conditioned or delayed) or in accordance with Section 8.05, the Purchaser shall not, and shall not allow the Holding Companies or the Company Subsidiaries (or their respective agents) to prepare or submit any Seller Tax Return or any other Tax Return or Tax Document (or other similar document) or amend or withdraw any such item to the extent that the Purchaser is or should be aware that such Tax Return, Tax Document (or other similar document), amendment or withdrawal (as the case may be) would adversely affect the entitlement of any Holding Company or Company Subsidiary to R&E Credits in any Pre-Closing Tax Period.
Seller Tax Matters. Neither Buyer nor the Company nor any of their respective Affiliates shall, without the Seller Representative’s consent (such consent not to be unreasonably withheld, conditioned or delayed), except as otherwise required by applicable Law or under the terms of the R&W Insurance Policy, (a) amend, refile, revoke or otherwise modify any Tax Return or election with respect to Taxes for any Pre-Closing Tax Period; (b) file any Tax Return for any Pre-Closing Tax Period in a jurisdiction where the Company has not historically filed Tax Returns or paid Taxes; (c) make or revoke an election on any Tax Return filed after the Closing Date with respect to a Pre-Closing Tax Period that materially and disproportionately adversely affects the Tax Returns for a Pre-Closing Tax Period or materially and disproportionately adversely affects the Taxes of any Seller; (d) extend or waive the applicable statute of limitations with respect to a Tax for a Pre-Closing Tax Period; (e) file any ruling request with any Governmental Authority that relates to Taxes or Tax Returns for a Pre-Closing Tax Period; or (f) enter (or pursue) any voluntary disclosure agreements with any Governmental Authority that relate to Taxes or Tax Returns for a Pre-Closing Tax Period, in each case, if such action could reasonably be expected to create or increase any Taxes borne by the Sellers (taking into account the provisions of this Agreement and the R&W Insurance Policy).
Seller Tax Matters. (a) On the Closing Date, the Seller shall not have any liability for Taxes that would result in an Encumbrance on the Purchased Assets.
(b) The Seller is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).
Seller Tax Matters.
(a) On the Closing Date, neither the Seller, AEM Finland nor AEM Sweden shall have any liability for Taxes that would result in an Encumbrance on the Purchased Assets.
(b) The Seller is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).
