Tax Agreements. The Company is not a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement with respect to Taxes, including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority.
Tax Agreements. None of the Company Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.
Tax Agreements. Neither the Company nor any of its Subsidiaries (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company and its Subsidiaries pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.
Tax Agreements. Neither the Company nor any of its Subsidiaries is a party to or bound by, or currently has any obligations or material liability pursuant to, any Tax sharing, allocation, indemnification or similar agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes.
Tax Agreements. (a) Buyer shall prepare or cause the Company to prepare and timely file or cause to be filed all Tax Returns of the Company and any Subsidiary that are filed after the Closing Date. Except as otherwise required by applicable Law, Tax Returns of the Company and any Subsidiary for any taxable period ending on the Closing Date shall be prepared in a manner consistent with prior practice. Buyer shall permit the Seller Representative to review and comment on each such Tax Return described in the immediately preceding sentence and shall make such revisions as are reasonably requested by the Seller Representative. Notwithstanding the foregoing, each of the Sellers, the Company and the Buyer acknowledge and agree that Buyer, in its sole discretion, shall cause the Company to make an election pursuant to subsection 256(9) of the Tax Act (Canada) in respect of its taxation year ending on the acquisition of control of the Company by Buyer.
(b) Buyer, the Sellers and the Company shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, appeal, hearing, litigation or other proceeding with respect to Taxes, and the preparation of provisions for financial statements. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, appeal, hearing, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
(c) Any Tax refunds (or credits in lieu of refunds) of the Company or any Subsidiary received by Buyer or the Company that relate to taxable periods or portions thereof ending on or before the Closing Date, excluding any ITCs, shall be for the account of the Sellers and shall be paid over to Sellers within 15 days after receipt thereof including any interest received but net of (i) any reasonable costs incurred in connection with the recovery of such refund or credit, and (ii) any Taxes incurred by the Company or the Subsidiary in respect of such refund or credit.
Tax Agreements. All Tax Agreements involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.
Tax Agreements. The Corporation agrees, and by purchasing a beneficial ownership interest in the Notes each Holder of the Notes will be deemed to have agreed, for United States federal income tax purposes to treat the acquisition of a New PEPS Unit as the acquisition of a unit consisting of a Purchase Contract and a beneficial ownership interest in a Note issued by the Corporation and to treat the Notes as indebtedness.
Tax Agreements. Enter into, or permit any of its Subsidiaries to enter into, directly or indirectly, any tax sharing agreement (a) under which cash payments by any Reliant Retail Obligor with respect to federal income tax shall be made other than from Available Cash Flow or other payments permitted by the Tax Subordination Agreement, (b) under which any Reliant Retail Obligor accrues liabilities that are not subject to subordination terms substantially similar to the subordination provisions of the Tax Subordination Agreement, or (c) that does not contain non-petition language in substantially the form set forth in the Tax Subordination Agreement.
Tax Agreements. No Company Group Member (i) is a party to or bound by, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; (ii) has been a member of an Affiliated Group filing a combined, consolidated, unitary or other similar Tax Return (other than an Affiliated Group the common parent of which is the Company); or (iii) has any material liability for the Taxes of any Person other than the Company Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law), as a transferee or successor, or otherwise by operation of law.
Tax Agreements. Neither the Company nor the Subsidiary is party to or has any obligation under any Tax-sharing, Tax indemnity or Tax allocation agreement or arrangement other than agreements between the Company and the Subsidiary.
