Tax Covenants and Agreements Sample Clauses

Tax Covenants and Agreements. The parties hereto agree that:

Tax Covenants and Agreements. Each of the Parties (or, if otherwise specified, each of the Parties so specified) hereby agrees and covenants with respect to itself only, severally but not jointly, to each of the other Parties that solely for United States federal, state and local income tax law purposes: (a) It shall treat the Company for all taxable periods through the date of the Redemption as a partnership and shall file all relevant tax returns in respect of the Company or its Membership Interest in a manner consistent therewith. (b) It has not made and will not make any election that is inconsistent with the treatment of the Company as a partnership for United States federal, state and local income tax purposes through the end of the Effective Date. (c) It shall treat the Company Receivable Assignment as (i) the sole consideration transferred in exchange for the DC Contributor Interests and (ii) a distribution under Section 731 or Section 736(b) of the Code to DIUS and DNAF. (d) It shall treat the Company Receivable as property that was contributed (within the meaning of Sections 704(c) and 751(b) of the Code and the Treasury Regulations thereunder) by the DC Contributors to the Company pursuant to the Contribution Agreement. (e) It shall not treat the Company, the DC Contributors or any Member as having recognized gain or loss in connection with the Redemption under Sections 704(c), 707 or 751 of the Code. (f) In respect of all tax periods through the Effective Date, it shall follow the Tax treatment of the Company set forth in Sections 4.6(a)(ii), (iv) and (v) of the LLC Agreement. (g) The Company shall permit the DC Contributors to participate, at their own expense, in any audit or other Proceedings with respect to United States federal, state or local income tax (a “Tax Dispute”) that relates to matters set forth in this Section 6 and in Section 7 of this Agreement or to any representation in Section 5 of this Agreement (a “Relevant Tax Matter”). The Company and its Tax Matters Member shall take into consideration any proposals or arguments of the DC Contributors in relation to any Tax Dispute of a Relevant Tax Matter. The Company and its Tax Matters Member shall not settle any such Tax Dispute administratively or otherwise without the prior written consent of the DC Contributors, which consent shall not be unreasonably withheld or delayed. (h) It shall not take any position on any United States federal, state or local income Tax Return or in any administrative or judicial Pro...

Tax Covenants and Agreements. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by CEN when due. CEN shall, at its expense, timely file any Tax Return or other document with respect to such Taxes or fees (and CSOC shall cooperate with respect thereto as necessary). (b) CSOC shall prepare, or cause to be prepared, all Tax Returns required to be filed by CEN after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by CSOC to CEN (together with schedules, statements and, to the extent requested by CEN, supporting documentation) at least forty-five (45) calendar days prior to the due date (including extensions) of such Tax Return. If CEN objects to any item on any such Tax Return, CEN shall, within ten (10) calendar days after delivery of such Tax Return, notify CSOC in writing that CEN so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, CSOC and CEN shall negotiate in good faith and use their reasonable best efforts to resolve such items. If CSOC and CEN are unable to reach such agreement within ten (10) calendar days after receipt by CSOC of such notice, the disputed items shall be resolved by a nationally recognized accounting firm jointly selected by CSOC and CEN (the “Accounting Referee”) and any determination by the Accounting Referee shall be final. In the event that CSOC and CEN cannot agree on the identity of an Accounting Referee within ten (10) days of the commencement on such efforts to agree, each of CSOC and CEN shall select one party meeting the requirements of an “Accounting Referee” above, and those two parties shall jointly select the party who shall act as the Accounting Referee. The Accounting Referee shall resolve any disputed items within twenty (20) calendar days of having the item referred to it pursuant to such procedures as it may require. If the Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed ...

Tax Covenants and Agreements. The parties hereto agree that: (a) Conduct of the Company. Without the prior written consent of Parent, neither the Company nor any of its Subsidiaries shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company or any of its Subsidiaries for any period ending after the Closing Date or decreasing any Tax attribute of the Company or any of its Subsidiaries existing on the Closing Date.

Tax Covenants and Agreements. The parties hereto agree that: (a) Conduct of the Company. During the Pre-Closing Period, without the prior written consent of Parent and Buyer, neither the Company nor any of its Subsidiaries shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action could reasonably be expected to have the effect of increasing the Tax liability of Parent, Buyer or any of their respective Subsidiaries for any period or decreasing any Tax Asset of the Company or any of its Subsidiaries existing on the Closing Date.

Tax Covenants and Agreements. (i) The Parent shall prepare, or cause to be prepared, all Tax Returns for the Company for taxable periods ending on or before the Closing Date required to be filed after the Closing Date; (ii) the Parent shall file such Tax Returns no later than the due dates thereof, as such dates may be extended; and (iii) without limiting the Buyer’s obligations set forth in Section 6.1(c), the Parent shall pay, or cause to be paid, all Taxes shown as due on such Tax Returns. (b) Subject to the provisions of Section 6.1(d), the Parent shall be liable to the Buyer for, and shall hold the Buyer and the Company harmless from and against, any and all Losses that the Buyer or the Company may at any time suffer or incur, or become subject to, as a result of or in connection with (i) Taxes due or payable by the Parent or the Company for any taxable year or tax period ending on or before the Closing Date, except to the extent that accruals for such Taxes are reflected on the final Closing Balance Sheet, (ii) Taxes for which Parent or the Company is responsible under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee, by contract, or otherwise, (iii) Taxes for which Parent or the Company are responsible under Section 6.3(b), (iv) any amounts payable pursuant to Section 1274 of the Code, and (v) a breach of any representation or warranty contained in Section 2.8. (c) Subject to the provisions of Section 6.1(d) and 6.3(b), the Buyer shall be liable for, and shall hold the Parent harmless from and against, Losses that the Parent may at any time suffer or incur, or become subject to, as a result of or in connection with (i) Taxes due or payable by the Company for any tax period ending after the Closing Date, and (ii) Taxes for any period ending on or before the Closing Date to the extent that accruals for such Taxes are reflected on the final Closing Balance Sheet. (d) Any Taxes for a tax period beginning before the Closing Date and ending after the Closing Date shall be apportioned between the Parent and the Company, in the case of real and personal property taxes and franchise taxes not based on gross or net income, on a per diem basis and, in the case of other Taxes, shall be determined based on the actual operations of the Company during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date. Each such portion of such period shall be deeme...

Tax Covenants and Agreements. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by HSH when due. HSH shall, at its expense, timely file any Tax Return or other document with respect to such Taxes or fees (and HSMG shall cooperate with respect thereto as necessary). (b) HSMG shall prepare, or cause to be prepared, all Tax Returns required to be filed by HSH after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by HSMG to HSH (together with schedules, statements and, to the extent requested by HSH, supporting documentation) at least forty-five (45) calendar days prior to the due date (including extensions) of such Tax Return. If HSH objects to any item on any such Tax Return, HSH shall, within ten (10) calendar days after delivery of such Tax Return, notify HSMG in writing that HSH so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, HSMG and HSH shall negotiate in good faith and use their reasonable best efforts to resolve such items. If HSMG and HSH are unable to reach such agreement within ten (10) calendar days after receipt by HSMG of such notice, the disputed items shall be resolved by a nationally recognized accounting firm jointly selected by HSMG and HSH (the “Accounting Referee”) and any determination by the Accounting Referee shall be final. In the event that HSMG and HSH cannot agree on the identity of an Accounting Referee within ten (10) days of the commencement on such efforts to agree, each of HSMG and HSH shall select one party meeting the requirements of an “Accounting Referee” above, and those two parties shall jointly select the party who shall act as the Accounting Referee. The Accounting Referee shall resolve any disputed items within twenty (20) calendar days of having the item referred to it pursuant to such procedures as it may require. If the Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed ...

Tax Covenants and Agreements. The parties hereto agree that: (a) Conduct of the Company. From the date hereof through the Closing Date, without the prior written consent of Parent, the Company shall not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date.

Tax Covenants and Agreements. (a) Tax Representations. Except as disclosed on Schedule 12.2, (i) all U.S. federal, and all material state, local, and foreign, Tax Returns required to be filed by or with respect to Seller and the members of the Pinnacle Constituent Parties (collectively, the "PNG Group") as of the date hereof have been properly prepared and timely filed, (ii) all U.S. federal, and all material state, local, and foreign, Taxes owed by members of the PNG Group which are due and payable have been timely paid in full, (iii) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, (iv) all Tax collection, withholding and deposit or remittance requirements imposed on or with respect to the members of the PNG Group have been satisfied in full in all respects, (v) there are no mortgages, pledges, Liens, encumbrances, charges or other security interests on any of the assets of the members of the PNG Group that arose in connection with any failure (or alleged failure) to pay any Tax; (vi) there is no claim against members of the PNG Group for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing, or to the Seller's Knowledge, with respect to any Tax Return of or with respect to any of the members of the PNG Group, and (vii) there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to the members of the PNG Group or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to the members of the PNG Group.

Tax Covenants and Agreements