Tax and Other Matters. The undersigned is not relying on the Company with respect to tax and other economic considerations involved in the acquisition of the Shares. The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional, legal, tax, accounting and financial advisors the suitability of an investment in the Shares for the undersigned's particular tax and financial situation, and the undersigned has determined that the Shares are a suitable investment for him or her.
Tax and Other Matters. The Company shall withhold all applicable taxes from amounts paid to Executive hereunder and shall pay such withheld taxes over to the proper taxing authorities. If any compensation or benefits provided for by this Agreement may result in the application of Section 409A of the Code, the Company will modify this Agreement in the least restrictive manner necessary in order, where applicable, (i) to exclude such compensation or benefits from the definition of “deferred compensation” within the meaning of said Section 409A, or (ii) to comply with the provisions of said Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications, in each case, without diminution in the economic value of the payments and benefits to be paid or provided to Executive pursuant to this Agreement. To the extent required in order to comply with Section 409A of the Code, amounts or benefits to be paid or provided to Executive pursuant to this Agreement will be delayed to the first business day on which such amounts and benefits may be paid to Executive without resulting in liability for the excise tax, penalties and interest under Section 409A of the Code.
Tax and Other Matters. (i) IMPCO shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to Xxxxxxxx & Xxxxxxxx LLP in connection with the request by IMPCO for an opinion in respect of the Distribution as to certain federal income tax aspects of the Distribution, and (ii) at least until three years after the Distribution Date, IMPCO will maintain its status as a company engaged in the active conduct of a trade or business, within the meaning of Section 355(b) of the Code.
(i) Quantum shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to Xxxxxxxx & Xxxxxxxx LLP in connection with the request by IMPCO for an opinion in respect of the Distribution as to certain federal income tax aspects of the Distribution, and (ii) at least until three years after the Distribution Date, Quantum will maintain its status as a company engaged in the active conduct of a trade or business, within the meaning of Section 355(b) of the Code.
(c) During the three-year period beginning on the Distribution Date, Quantum will not (i) merge, consolidate or combine with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977-2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any Quantum Common Shares (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which could reasonably be expected have the effect of causing Section 355(e) of the Code to apply to the Distribution, unless prior to taking such action Quantum has obtained (and provided to IMPCO) a written opinion of a law firm reasonably acceptable to IMPCO, or a ruling from the Internal Revenue Service, that such action or actions will not result in the Quantum Common Shares failing to qualify as qualified property for purposes of Section 355(c)(2) or 361(c)(2) of the Code by reason of Section 355(e) of the Code.
(d) Notwithstanding anything to the contrary herein or in the Ancillary Agreements, if IMPCO or Quantum (or any of their respective Subsidiaries) fails to comply with any of its obligations under Sections 2.11(a) through (and including) 2.11(c) above or takes or fails to take any action on or after the Distribution D...
Tax and Other Matters. Purchaser has independently investigated the tax effect of this transaction, as well as the legal ramifications of same, has consulted with and has relied only upon its own expert advisers, accountants, and attorneys, and Seller has made no representations regarding taxes or other matters to induce Purchaser to enter into this transaction.
Tax and Other Matters. The undersigned is not relying on the Company with respect to tax and other economic considerations involved in the acquisition of the EVLO Shares. The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned' professional, legal, tax, accounting and financial advisors the suitability of an investment in the EVLO Shares for the undersigned's particular tax and financial situation and the undersigned has determined that the EVLO Shares are a suitable investment for him.
Tax and Other Matters. 24 9.2. Undertakings.............................................................................25 9.3. Filings..................................................................................25 9.4. Access to Employees After Closing........................................................25 9.5. Records and Documents of Buyer...........................................................25 9.6. Records and Documents of the Company.....................................................25 9.7. Nonassignable Rights.....................................................................26 9.8. Existing Agreements......................................................................26
Tax and Other Matters. (a) As soon as practicable following the Closing, but in no event later than 60 days thereafter, Buyer shall deliver to the Company, at the Company's expense for the reasonable out-of-pocket expenses incurred by Buyer, such information and data as the Company may reasonably request, including that required by the Company's customary tax and accounting questionnaires, in order to enable the Company to complete and file all tax forms which may be required to be filed by it and to otherwise enable the Company to satisfy its internal accounting, tax and other requirements.
(b) The Company shall timely pay all Taxes, duties and assessments accrued prior to the Closing Date that could result in an encumbrance upon any of the Purchased Assets.
(c) For tax purposes, the parties agree that they will report an allocation of the respective Purchase Price for the Purchased Assets on IRS Form 8594 consistent with the allocation set forth in Schedule 9.1.
Tax and Other Matters. 7 2.11 Title to the Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2.12
Tax and Other Matters. All federal, state, county and local tax returns, tax reports and unemployment insurance contribution reports required to be filed by the Company prior to the date hereof are true, correct and complete in all material respects and have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed. All federal, state, county and local income and other taxes and unemployment insurance contributions, including interest and penalties thereon, shown on the filed returns as due from the Company have been fully paid or adequately provided for by the Company. No federal income tax return of the Company is being audited by the Internal Revenue Service ("IRS"). There are no pending questions raised in writing by the IRS or other taxing authority relating to, nor claims asserted in writing by the IRS or other taxing authority for, taxes or assessments of the Company nor are there any outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of the Company for any period.
Tax and Other Matters. The undersigned is not relying on the Company with respect to tax and other economic considerations involved in the acquisition of the Kirshner Shares. The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned' professional, legal, tax, accounting and financial advisors the suitability of an investment in the Kirshner Shares for the undersigned's particular tax and financial situation and the undersigned has determined that the Kirshner Shares are a suitable investment for him.
