Common use of Tax Covenants of Buyer Clause in Contracts

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, ASBB, 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 ASBB, or use at least a significant portion of the historic business assets of ASBB 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 ASBB’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 Merger, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code or described and permitted in Treasury Regulation Section 1.368-2(k).

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, ASBBGSB, and all Affiliates 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 ASBBGSB, or use at least a significant portion of the historic business assets of ASBB GSB 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 ASBBGSB’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 Merger, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code or described and permitted in Treasury Regulation Section 1.368-2(k).

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, ASBBSB, 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 ASBBSB, or use at least a significant portion of the historic business assets of ASBB 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 ASBBSB’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 Merger, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code or described and permitted in Treasury Regulation Section 1.368-2(k).

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, ASBBClover, 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” within the meaning of Treasury Regulation Section 1.368-1(d)(4)(ii) (the “Qualified Group”), continue at least one significant historic business line of ASBBClover, or use at least a significant portion of the historic business assets of ASBB Clover 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 ASBBClover’s Assets acquired in the Merger, and will not cause or permit Buyer Bank to sell or otherwise dispose of any of Clover Bank’s assets acquired in the Bank Merger, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code or described and permitted in Treasury Regulation Section 1.368-2(k).

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, ASBBSB, 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 ASBBSB, or use at least a significant portion of the historic business assets of ASBB 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 and (e) will not sell or otherwise dispose of any of ASBBSB’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 Merger, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code or described and permitted in Treasury Regulation Section 1.368-2(k).Bank