Tax Covenants of Buyer. At and after the Effective Time, Buyer covenants and agrees that it:
Tax Covenants of Buyer. 42 ARTICLE 8
Tax Covenants of Buyer. At and after the Effective Time, Buyer covenants and agrees that it: (a) will not take any action that could reasonably be expected to cause the Merger to fail to qualify as a reorganization under Section 368(a)(1)(A) of the Code; (b) will maintain all books and records and prepare and file all federal, state and local income Tax Returns and schedules thereto of Buyer, SB, and all Affiliates thereof in a manner consistent with the Merger’s being qualified as a reorganization and nontaxable exchange under Section 368(a)(1)(A) of the Code (and comparable provisions of any applicable state or local Tax Laws); (c) will, either directly or through a member of Buyer’s Qualified Group, continue at least one significant historic business line of SB, or use at least a significant portion of the historic business assets of SB in a business, in each case within the meaning of Treasury Regulation Section 1.368-1(d); (d) in connection with the Merger, will not reacquire, and will not permit any Person that is a “related person” (as defined in Treasury Regulation Section 1.368-1(e)(4)) to Buyer to acquire, any of the Buyer Common Stock issued in connection with the Merger; and (e) will not sell or otherwise dispose of any of SB’s Assets acquired in the Merger, and will not cause or permit Buyer Bank to sell or otherwise dispose of any of Bank’s assets acquired in the Bank
Tax Covenants of Buyer. Neither Buyer nor any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) shall (i) make any election under Section 338 or Section 336 of the Code (or any similar provision of state, local or foreign Law) with respect to the Company or any of its Subsidiaries or (ii) make or change any Tax election, amend, refile or otherwise modify any Tax Return, or take any other action with respect to a taxable period (or portion thereof) ending on or prior to the Closing Date, in each case of this clause (ii), to the extent it would result in any increased Tax Liability or reduction of any Tax asset of Seller or its Affiliates.
Tax Covenants of Buyer. (i) Buyer covenants that it will not cause or permit BioSepra, S.A. (A) to take any action on the Closing Date other than in the ordinary course of business, including but not limited to the distribution of any dividend or the effectuation of any redemption, that could give rise to any Tax liability for which the Seller would be liable or give rise to any loss of the Seller (B) to make any election or deemed election under Section 338 of the Code or any comparable provision under applicable law, or (C) to make or change any Tax election, amend any Tax Return or take any Tax position on any Tax Return, take any action, omit to take any action or enter into any transaction, merger or restructuring that results in any increased Tax liability in respect of any Pre-Closing Tax Period;
