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Common use of Tax Covenants Clause in Contracts

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering and that the members of CONE Gathering shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes of this Section 5.4, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LP, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreement.

Appears in 3 contracts

Samples: Contribution Agreement (CONSOL Energy Inc), Contribution Agreement (CONE Midstream Partners LP), Contribution Agreement

Tax Covenants. (a) The Parties agree City will not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest evidenced and represented by any Certificates pursuant to Section 103 of the Code, and specifically the City will not directly or indirectly use or make any use of the proceeds of any Certificates or any other funds of the City or take or omit to take any action that would cause any Certificates to be “arbitrage bonds” subject to federal income taxation by reason of Section 148 of the Code or “private activity bonds” subject to federal income related taxation by reason of Section 141(a) of the Code or obligations subject to federal income taxation because they are “federally guaranteed” as provided in Section 149(b) of the Code; and to that end the City, with respect to the Subject Interests proceeds of any Certificates and such other funds, will comply with all requirements of such sections of the Code to the extent that such requirements are, at the time, applicable and in effect; provided, that if the City shall obtain an Opinion of Counsel to the effect that any action required under this section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest evidenced and represented by any Certificates pursuant to Section 103 of the Code, the City may rely conclusively on such opinion in complying with the provisions hereof. In the event that at any time the City is of the opinion that for purposes of this section it is necessary to restrict or limit the period up to and including the Closing Date will be reflected yield on the federal income Tax Return investment of CONE Gathering any moneys held by the Trustee under the Trust Agreement or otherwise the City shall so instruct the Trustee in writing, and that the members of CONE Gathering Trustee shall bear the liability for any Taxes associated take such action as may be necessary in accordance with such income. The Parties further agree that the income related to the Subject Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such incomeinstructions. (b) To the ends covenanted in this section, the City hereby specifically agrees to ensure that the following requirements are met: (1) No more than 5% of the Leased Property or the Project (determined both on the basis of space and on the basis of cost) shall be used in the trade or business of one or more nongovernmental persons (not including the portion of the proceeds properly allocable to facilities expected to be used by an organization described in Section 501(c)(3) of the Code). (2) The Parties shall cooperate fullyCity will not invest or allow to be invested proceeds of this Sublease or any Series of Certificates at a yield in excess of the yield on this Sublease and such Series of Certificates, and cause their Affiliates to cooperate fully, as and except to the extent reasonably requested by allowed under the other Party, to accomplish the purposes of this Section 5.4, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this AgreementCertificate. (c3) To The City will rebate or cause to be rebated any amounts due to the extent an election under Section 754 of the Internal Revenue Code of 1986federal government, as amended (provided in the “Code”) is not already in effect for DevCo I LP, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this AgreementTax Certificate.

Appears in 2 contracts

Samples: Sublease, Sublease

Tax Covenants. (a) Delek Energy will cause W2W Holdings to treat the transfer of the Subject Interests as the transfer of Delek Energy’s interest in W2W Holdings and will cause W2W Holdings to close its taxable year as of the Closing Date pursuant to Treasury Regulation Section 1.706-1(c)(2)(i). The Parties agree that the items of taxable income and tax deductions related to the Subject Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering and that the members of CONE Gathering shall bear the liability for any Taxes associated with such incomeDelek Energy. The Parties further agree that the items of taxable income and tax deductions related to the Subject Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such incomePartnership. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes of this Section 5.45.3, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering Delek Energy will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering Delek Energy each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Code Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LPW2W Holdings, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP W2W Holdings that includes the date Closing Date. (d) The Parties will use their respective commercially reasonable efforts to agree upon an allocation of the Total Consideration to the Subject Interests and further among the assets of W2W Holdings for U.S. federal income tax purposes in compliance with the principles of Section 1060 of the Code, and the Treasury Regulations thereunder, and Treasury Regulation Section 1.755-1, as applicable. (e) The Parties acknowledge and agree that for all U.S. federal income tax purposes, the transactions consummated pursuant to this AgreementAgreement will qualify in part for nonrecognition of gain or loss pursuant to Section 721(a) of the Code and will be characterized in part as a disguised sale transaction described in Section 707(a)(2)(B) of the Code and its implementing Treasury Regulations with respect to any amounts treated as a transfer of consideration pursuant to Treasury Regulation Section 1.707-3(a)(1). The Parties acknowledge and agree that the Cash Consideration and the cancellation of the Partnership receivables will not be treated as a reimbursement of preformation expenditures within the meaning of the Treasury Regulation Section 1.707-4(d).

Appears in 2 contracts

Samples: Contribution Agreement (Delek US Holdings, Inc.), Contribution Agreement (Delek Logistics Partners, LP)

Tax Covenants. (a) The Parties agree that the income related to the Subject CNX Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE CNX Gathering and that the members of CONE CNX Gathering shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject CNX Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes of this Section 5.45.7, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE CNX Gathering will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject CNX Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE CNX Gathering each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LP, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CNX Resources Corp), Purchase and Sale Agreement (CNX Midstream Partners LP)

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests Assets for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering P66 Company and that the members of CONE Gathering P66 Company shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests Assets for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes apportionment of income described pursuant to this Section 5.45.8, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) 109 (including compliance with FIN 48) promulgated by the Financial Accounting Standards BoardBoard Interpretation No. 48), and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering P66 Company will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests Assets relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering P66 Company each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LP, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreement.

Appears in 2 contracts

Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)

Tax Covenants. (a) The Parties agree that (i) 100% of the income related to the Subject Interests Xxxxxxxx Pipeline Assets for the period up to the Closing Date, (ii) 100% of the income related to the Xxxxxx Frac Assets and Xxxxxxx Cavern Assets for the period up to and including the Prior Closing Date and (iii) 75% of the income related to the Xxxxxx Frac Assets and Xxxxxxx Cavern Assets for the period beginning on the day immediately following the Prior Closing Date and up to the Closing Date will be reflected on the federal income Tax Return of CONE Gathering PDI, and that the members of CONE Gathering PDI shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests Contributed Assets for the period on and after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such incomePartnership. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes apportionment of this income described pursuant to Section 5.45.6(a), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering P66 Parties will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests Contributed Entities and the Xxxxxxxx Pipeline Assets relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering the P66 Parties each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 that the assumption of the Internal Revenue Code Assumed Debt as provided for in Section 2.2 results in a deemed distribution of 1986cash by the Partnership to PDI for U.S. federal income Tax purposes, as amended (such deemed distribution of cash is intended to represent a reimbursement of pre-formation capital expenditures with respect to the “Code”) is not already in effect for DevCo I LP, Contributed Assets to the Parties shall provide all necessary consents (and evidence thereof) to cause the election maximum extent provided by Code Section 754 in accordance with Treasury Regulation Section 1.754regulations section 1.707-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreement4(d).

Appears in 2 contracts

Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests Contributed Assets for the period up to and but not including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering P66 Company and that the members of CONE Gathering P66 Company shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests Contributed Assets for the period on and after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes apportionment of income described pursuant to this Section 5.45.6, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering P66 Company will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests Contributed Assets relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering P66 Company each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LP, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreement.

Appears in 2 contracts

Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests Contributed Assets for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering PDI and that the members of CONE Gathering PDI shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests Contributed Assets for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership P66 Opco and that the limited partners of the Partnership P66 Opco shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes apportionment of this income described pursuant to Section 5.45.7(a), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering P66 Parties will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests Contributed Entities, P66 Opco and the Contributed Assets relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering the P66 Parties each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 that the assumption of the Internal Revenue Code Assumed Debt as provided for in Section 2.2 results in a deemed distribution of 1986cash by the Partnership to PDI for U.S. federal income Tax purposes, as amended (such deemed distribution of cash is intended to represent a reimbursement of pre-formation capital expenditures with respect to the “Code”) is not already in effect for DevCo I LP, Contributed Assets to the Parties shall provide all necessary consents (and evidence thereof) to cause the election maximum extent provided by Code Section 754 in accordance with Treasury Regulation Section 1.754regulations section 1.707-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreement4(d).

Appears in 2 contracts

Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement

Tax Covenants. (a) The Parties agree that the income related to the Subject Contributed Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering PDI and that the members of CONE Gathering PDI shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Contributed Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes apportionment of this income described pursuant to Section 5.45.7(a), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering Pipeline will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Contributed Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering each Pipeline agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 that the assumption of the Internal Revenue Code of 1986Assumed Debt, as amended (provided for in Section 2.2, results in a deemed distribution of cash by the “Code”) Partnership to PDI for U.S. federal income Tax purposes, such deemed distribution of cash is not already in effect for DevCo I LP, intended to represent a reimbursement of pre-formation capital expenditures with respect to the Parties shall provide all necessary consents (and evidence thereof) Contributed Interests to cause the election maximum extent provided by Code Section 754 in accordance with Treasury Regulation Section 1.754regulations section 1.707-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreement4(d).

Appears in 2 contracts

Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests Contributed Entities’ respective interests in DCP Sand Hills and DCP Southern Hills for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering P66 Company and that the members of CONE Gathering P66 Company shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests Contributed Entities’ respective interests in DCP Sand Hills and DCP Southern Hills for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes apportionment of income described pursuant to this Section 5.45.8(b), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering Contributing Parties will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests Contributed Entities’ respective interests in DCP Sand Hills and DCP Southern Hills and relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering the Contributing Parties each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To Prior to the extent an election under Closing, the Partnership intends to incur a Liability or Liabilities with respect to the transactions contemplated by Section 754 2.1, which will be considered recourse debt within the meaning of Section 1.752-1 of the Internal Revenue Code of 1986, as amended Treasury regulations (the “CodeTreasury Regulations”) is not already in effect for DevCo I LP, promulgated under the Code (the “Transaction Debt”). The Parties intend that (i) the distribution of the Cash Consideration to P66 Company shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective first out of proceeds of the Transaction Debt, and such portion of the Cash Consideration shall qualify as a “debt-financed transfer” under Section 1.707-5(b) of the Treasury Regulations; (ii) P66 Company’s share of the Transaction Debt under Sections 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Transaction Debt; and (iii) the distribution of the Cash Consideration to P66 Company in excess of amounts distributed out of proceeds of the Transaction Debt shall be made to reimburse P66 Company for capital expenditures described in Section 1.707-4(d) of the taxable period Treasury Regulations to the extent such distribution does not exceed the amount of DevCo I LP that includes capital expenditures described in Section 1.707-4(d) of the date Treasury Regulations. The Parties agree to act at all times in a manner consistent with this intended treatment of this Agreementthe Cash Consideration and the Transaction Debt.

Appears in 2 contracts

Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests Assets for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering a P66 Party and that the members of CONE Gathering appropriate P66 Party shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests Assets for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes apportionment of income described pursuant to this Section 5.45.8, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards BoardCodification Topic 740, Income Taxes, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering P66 Company will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests Assets relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering P66 Company each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To The Partnership intends to incur a borrowing or borrowings with respect to the extent an election under transactions contemplated by Section 754 2.1 and Section 2.2, which will be considered recourse debt within the meaning of Section 1.752-1 of the Internal Revenue Code of 1986, as amended Treasury Regulations (the “CodeTreasury Regulations”) is not already in effect for DevCo I LPpromulgated under the Code (the “Transaction Debt”). The Parties intend that (i) (x) the distribution of the Cash Consideration to PDI shall be treated, pursuant to Treasury Regulation Section 1.163-8T and Notice 89-35 (Part VI), 1989-1 C.B. 675, as being made first out of proceeds of the Parties Transaction Debt, and such repayment shall provide all necessary consents qualify to the maximum extent possible as a “debt-financed transfer” under Section 1.707-5(b) of the Treasury Regulations and (y) PDI’s allocable share of the Transaction Debt under Sections 1.752-2 and evidence thereof1.707-5T(a)(2)(i) to cause of the election provided by Code Section 754 Treasury Regulations shall be determined in accordance with Treasury Regulation Section 1.754-1(bPDI’s interest in the Partnership’s profits, as determined by the General Partner; and (ii) the distribution of the Cash Consideration to PDI in excess of amounts of the Transaction Debt as set forth in clause (i) hereof, if any, shall be made effective to reimburse PDI for capital expenditures described in Section 1. 707-4(d) of the taxable period Treasury Regulations to the extent such distribution does not exceed the amount of DevCo I LP capital expenditures described in Section 1.707-4(d) of the Treasury Regulations. The Parties agree to act at all times in a manner consistent with this intended treatment of the Transaction Debt. (d) From and after Closing, the Partnership will operate the MSLP Assets in such a manner as is consistent with its historical operation of the MSLP Assets by P66 Company and its Affiliates and in any event will continue to operate the MSLP Assets in a manner that includes will maintain the date current treatment for Tax purposes of this any applicable agreements evidencing indebtedness relating to the MSLP Assets as set forth on Schedule 2.4. (e) From and after Closing, P66 Company will comply with the covenants and agreements in Section 3 of the Assignment and Assumption Agreement.

Appears in 1 contract

Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)

Tax Covenants. (a) The Parties agree Warrantors jointly and severally undertake to Subscribers that they will cause the income related Company to take such actions, including making an election to be treated as a corporation or refraining from making an election to be treated as a partnership, as may be required to ensure that at all times the Subject Interests Company is treated as corporation for the period up to and including the Closing Date will be reflected on the United States federal income Tax Return of CONE Gathering and that the members of CONE Gathering shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such incometax purposes. (b) The Parties shall cooperate fullyCompany shall, and cause their Affiliates to cooperate fully, as and each of the Warrantors undertakes to the extent reasonably requested by Subscribers to cause the other PartyCompany to, make due inquiry with its tax advisors on at least an annual basis regarding whether Subscribers’ interest in the Company is subject to accomplish the purposes reporting requirements of this Section 5.4, requests for the provision either or both of any information or documentation within the knowledge or possession Sections 6038 and 6038B of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 United States Internal Revenue Code (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to Company shall duly inform the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration Subscribers of the applicable statute results of limitations of the respective taxable periods (including any extensions thereofsuch determination), and in the event that the Company’s tax advisors or the Subscribers’ tax advisors determine that the Subscribers’ interest in the Company is subject to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering each agreesuch reporting requirements, the Company agrees, upon requesta request from the Subscribers, to use their respective commercially reasonable efforts provide such information to obtain any certificate or other document from any Tax Authority or any other Person the Subscribers as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to fulfil the transactions contemplated by this AgreementSubscribers’ obligations thereunder. (c) To The Warrantors hereby acknowledge that the extent an election under Company will not be at any time during the calendar year in which the Completion occurs a “passive foreign investment company” within the meaning of Section 754 1297 of the United States Internal Revenue Code (a “PFIC”). The Warrantors shall use its best efforts to avoid the Company being a PFIC. The Warrantors shall make due inquiry with its tax advisors on at least an annual basis regarding its status as a PFIC, and if the Company is informed by its tax advisors that it has become a PFIC, or that there is a likelihood of the Company being classified as a PFIC for any taxable year, the Warrantors shall promptly notify the Subscribers of such status or risk, as the case may be. In connection with a “Qualified Electing Fund” election made by Subscribers pursuant to Section 1295 of the United States Internal Revenue Code or a “Protective Statement” filed by Subscribers pursuant to Treasury Regulation Section 1.1295 -3, as amended (or any successor thereto), the Company shall provide annual financial information to Subscribers in the form provided in the attached PFIC Exhibit (attached hereto as Exhibit D) as soon as reasonably practicable following the end of each taxable year of the Subscribers (but in no event later than 90 days following the end of each such taxable year), and shall provide Subscribers with access to such other Company information as may be required for purposes of filing U.S. federal income tax returns in connection with such Qualified Electing Fund election or Protective Statement. In the event that a Subscriber who has made a “Qualified Electing Fund” election must include in its gross income for a particular taxable year its pro rata share of the Company’s earnings and profits pursuant to Section 1293 of the United States Internal Revenue Code, the Company agrees to make a dividend distribution to such Subscriber (no later than 90 days following the end of the Subscriber’s taxable year or, if later, 90 days after the Company is informed by the Subscriber that the Subscriber has been required to recognize such an income inclusion) in an amount equal to 50% of the amount so included by the Subscriber. (d) The Warrantors hereby acknowledge that the Company shall not, without the written consent of Subscribers, issue or transfer securities in the Company to any Subscribers if following such issuance or transfer the Company, in the determination of counsel or accountants for Subscribers, would be a “Controlled Foreign Corporation” (“CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) with respect to the “Code”securities held by Subscribers. No later than two (2) is not already in effect for DevCo I LPmonths following the end of each Company taxable year, the Parties Company shall provide all necessary consents the following information to Subscribers: (i) the Company’s capitalization table as of the end of the last day of such taxable year and evidence thereof(ii) a report regarding the Company’s status as a CFC. In addition, the Company shall provide Subscribers with access to cause such other Company information as may be required by Subscribers to determine the election provided Company’s status as a CFC to determine whether Subscribers are required to report its pro rata portion of the Company’s “Subpart F income” (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code) on its United States federal income tax return, or to allow Subscribers to otherwise comply with applicable United States federal income tax laws. The Company shall make due inquiry with its tax advisors on at least an annual basis regarding its status as a CFC and regarding whether any portion of the Company’s income is Subpart F income. In the event that Company is determined by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) the Company’s tax advisors or by counsel or accountants for any Subscriber to be made effective a CFC with respect to the securities held by the Subscriber, Company agrees to use commercially reasonable efforts to avoid generating Subpart F income. In the event that Company is determined by counsel or accountants for any Subscriber to be a CFC with respect to the taxable period securities held by the Subscribers, Company agrees, to the extent permitted by law, to annually make dividend distributions to the Subscribers in an amount equal to 50% of DevCo I LP that includes any income deemed distributed to the date Subscribers pursuant to Section 951(a) of this Agreementthe United States Internal Revenue Code.

Appears in 1 contract

Samples: Share Subscription Agreement

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering NBL Midstream and that the members of CONE Gathering NBL Midstream shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes of this Section 5.45.3, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering NBL Midstream will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering NBL Midstream each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for each of Colorado River DevCo I LPand Xxxxxx River DevCo, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of each of Colorado River DevCo I LP and Xxxxxx River DevCo that includes the date Closing Date. (d) The Parties will use their respective commercially reasonable efforts to agree upon an allocation of the Cash Consideration to the Subject Interests and further among the assets of Colorado River DevCo and Xxxxxx River DevCo for U.S. federal income tax purposes in compliance with the principles of Section 1060 of the Code, and the Treasury Regulations thereunder, and Treasury Regulation Section 1.755-1, as applicable. (e) The Parties acknowledge and agree that for all U.S. federal income tax purposes, the transactions consummated pursuant to this AgreementAgreement will qualify in part for nonrecognition of gain or loss pursuant to Section 721(a) of the Code and will be characterized in part as a disguised sale transaction described in Section 707(a)(2)(B) of the Code and its implementing Treasury Regulations with respect to any amounts treated as a transfer of consideration pursuant to Treasury Regulation Section 1.707-3(a)(1). NBL Midstream will be deemed to have consented for U.S. federal income tax purposes (and to the extent applicable, state or local income tax purposes) to report any portion of the Cash Consideration allocable to the Colorado River Interest as proceeds from the sale of all or a part of the Colorado River Interest consistent with Treasury Regulation Section 1.708-1(c)(4).

Appears in 1 contract

Samples: Contribution Agreement (Noble Midstream Partners LP)

Tax Covenants. (a) The Parties agree that the income related Purchaser will cause to the Subject Interests be prepared and filed on a timely basis all Tax Returns for the Company for any period up to and including that ends on or before the Closing Date will be reflected on and for which Tax Returns have not been filed as of the federal income Tax Return of CONE Gathering and that the members of CONE Gathering shall bear the liability for any Taxes associated with such incomeClosing Date. The Parties further agree that the income related Purchaser will also cause to the Subject Interests be prepared and filed on a timely basis all Tax Returns for the period Company for all taxation periods of the Company ending after the Closing Date that commenced before the Closing Date (including any period before the Closing Date) (all these Tax Returns together with the Tax Returns referred to in the first sentence of this Section 6.18 being referred to as “Stub Period Returns”). The Vendor and the Purchaser will cooperate fully with each other and make available to each other in a timely fashion all data and other information as may reasonably be reflected on required for the federal income preparation of all Stub Period Returns and will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Return law with respect to the Stub Period Returns. The Vendor will pay to the Purchaser one half of the Partnership and that the partners costs of the Partnership shall bear preparation and filing of the liability for any Taxes associated with such incomeStub Period Returns. (b) The Parties shall cooperate fullyIf the Purchaser or the Vendor determines, and cause their Affiliates to cooperate fullyor becomes aware that an “advisor” (as defined in the Tax Act for purposes of section 237.3 of the Tax Act or for purposes of section 237.4 of the Tax Act, as and to the extent reasonably requested by the other Partyapplicable) has determined, to accomplish the purposes of this Section 5.4, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement, or any transaction that may be considered to be part of the same series of transactions as the transactions contemplated by this Agreement, are or would be subject to the reporting requirements under section 237.3 of the Tax Act, or the notification requirements under section 237.4 of the Tax Act, or any substantially similar provision of any applicable Tax Laws (the “Disclosure Requirements”), the Purchaser or the Vendor, as the case may be, will inform the other Parties of its intent, or its advisor’s intent, to comply with the Disclosure Requirements and the Parties will cooperate with respect to preparing and filing the applicable information returns or notifications, or both. Notwithstanding the foregoing and for greater certainty, each Party shall be permitted to report any transaction to an applicable Governmental Authority to the extent that such Party determines, acting reasonably, that such reporting is required by Applicable Law. (c) To If requested by the Vendor, the Purchaser will jointly elect in the form, and within the time, prescribed pursuant to subsection 85(1) of the Tax Act (and the equivalent provision under any provincial tax legislation) in respect of the transfer of the Company Shares to the Purchaser pursuant to this Agreement, subject to the limitations set forth in the Tax Act. The amount set out in the election form referred to in this Section 6.19(c) will be determined by the Vendor, within the limits allowed in that regard in the Tax Act. With the exception of the execution of the election form by the Purchaser, compliance with the requirements for a valid election will be the sole responsibility of the Vendor, and the Purchaser agrees only to execute any properly completed election form. The Purchaser shall not be responsible for the proper completion or filing of any election form. This Section 6.19(c) shall apply mutatis mutandis to any amendments to the election forms, to the extent an election under Section 754 of requested by the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LP, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this AgreementVendor.

Appears in 1 contract

Samples: Acquisition Agreement (Strong Global Entertainment, Inc.)

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests Contributed Entities’ respective interests in LOOP and IEPC for the period all tax periods (or any portion thereof) up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering MPCI and that the members of CONE Gathering MPCI shall bear the liability and indemnify MPLX for any Taxes associated with the ownership of such incomeinterests. The Parties further agree that the income related to the Subject Interests Contributed Entities’ respective interests in LOOP and IEPC for the period all tax periods (or any portion thereof) after the Closing Date will be reflected on the federal income Tax Return of the Partnership MPLX and that the partners of the Partnership MPLX shall bear the liability and indemnify MPCI for any Taxes associated with the ownership of such incomeinterests. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes of this Section 5.4, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include regarding access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership MPLX and the CONE Gathering MPCI will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests Contributed Entities’ respective interests in LOOP and IEPC and relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership MPLX and CONE Gathering MPCI each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) All sales, use, controlling interest, transfer, filing, recordation, registration and similar Taxes arising from or associated with the transactions contemplated by this Agreement other than Taxes based on income or net worth (“Transaction Taxes”), shall be borne fifty percent (50%) by MPLX and fifty percent (50%) by MPCI. To the extent an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LPapplicable law, the transferee is responsible for filing Tax Returns in respect of Transaction Taxes, MPCI shall prepare and file all such Tax Returns. The Parties shall provide all necessary consents (such certificates and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreementother information and otherwise cooperate.

Appears in 1 contract

Samples: Membership Interests and Shares Contributions Agreement (MPLX Lp)

Tax Covenants. The Governmental Lender covenants to and for the benefit of the Funding Lender that, notwithstanding any other provisions of this Funding Loan Agreement or of any other instrument, it will: (a) The Parties agree that Enforce or cause to be enforced all obligations of the income related Borrower under the Regulatory Agreement in accordance with its terms and seek to cause the Subject Interests for Borrower to correct any violation of the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering and that the members of CONE Gathering shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests for the Regulatory Agreement within a reasonable period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income.violation is first discovered; (b) The Parties shall cooperate fullyNot take or cause to be taken any other action or actions, or fail to take any action or actions, which would cause the interest payable on the Funding Loan to be includable in gross income for federal income tax purposes; (c) At all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the Governmental Lender on the Funding Loan will be excluded from the gross income, for federal income tax purposes, pursuant to Section 103 of the Code, except in the event where any holder of the Funding Loan or a portion thereof is a “substantial user” of the facilities financed with the Funding Loan or a “related person” within the meaning of Section 147(a) of the Code; (d) Not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Funding Loan to be “federally guaranteed” within the meaning of Section 149(b) of the Code and the Regulations; and (e) Require the Borrower to agree, pursuant to the terms and provisions of the Borrower Loan Agreement, not to commit any act and not to make any use of the proceeds of the Funding Loan, or any other moneys which may be deemed to be proceeds of the Funding Loan pursuant to the Code, which would cause the Funding Loan to be an “arbitrage bond” within the meaning of Sections 103(b) and 148 the Code, and cause their Affiliates to cooperate fullycomply with the requirements of the Code throughout the term of the Funding Loan; and (f) Require the Borrower to take all steps necessary to compute and pay any rebatable arbitrage in accordance with Section 148(f) of the Code. In furtherance of the covenants in this Section 8.7, the Governmental Lender and the Borrower shall execute, deliver and comply with the provisions of the Tax Certificate, which are by this reference incorporated into this Funding Loan Agreement and made a part of this Funding Loan Agreement as and to the extent reasonably requested by the other Party, to accomplish the if set forth in this Funding Loan Agreement in full. For purposes of this Section 5.4, requests for 8.7 the provision of any information or documentation Governmental Lender’s compliance shall be based solely on matters within the knowledge Governmental Lender’s control and no acts, omissions or possession directions of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access toBorrower, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority Funding Lender or any other Person as may Persons shall be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect attributed to the transactions contemplated by this Agreement. (c) To Governmental Lender. In complying with the extent an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LPforegoing covenants, the Parties shall provide all necessary consents (and evidence thereof) Governmental Lender may rely from time to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period time on a Tax Counsel No Adverse Affect Opinion or other appropriate opinion of DevCo I LP that includes the date of this AgreementTax Counsel.

Appears in 1 contract

Samples: Funding Loan Agreement

Tax Covenants. Sellers and Buyer hereby covenant as follows: (a) The Parties agree that the income related Sellers through their representatives, at their expense, shall prepare or cause to the Subject Interests be prepared and file or cause to be filed all tax returns for the period up Company for all periods ending on or prior to and or including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering and that the members of CONE Gathering shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests for the period which are filed after the Closing Date will (the “S Year Returns”) and shall pay or cause to be reflected on paid all taxes due with respect to the federal income Tax Return of S Year Returns. The Buyer shall prepare and file, or cause to be prepared and filed, all tax returns required to be filed by the Partnership Company for all periods beginning after the Closing Date and that the partners of the Partnership shall bear the liability for any Taxes associated pay or cause to be paid all taxes due with respect to such incomereturns. (b) The Parties parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of tax returns pursuant to accomplish the purposes of this Section 5.4, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to TaxesSection. Such cooperation shall include access to, the retention and (upon the other Partyparty’s request) the provision of records and information which are reasonably relevant to any Tax Return such filing or Tax Proceedingany audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering will use their respective commercially reasonable efforts parties agree (a) to retain all books and records with respect to Tax tax matters pertinent to the Subject Interests Company relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations (and, to the extent notified by the Buyer or the Sellers, any extensions thereof) of the respective taxable periods (including any extensions thereof)periods, and to abide by all record retention agreements entered into with any Tax Authoritytaxing authority, and (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to take possession of such books and records. The Partnership and CONE Gathering each agreeUpon Closing, upon requestthe status of the Company as an S corporation will be subject to termination, to use their respective commercially reasonable efforts to obtain any certificate or other document the parties shall cooperate in seeking approval from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 of the Internal Revenue Service pursuant to Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LP, the Parties shall provide all necessary consents (and evidence thereofSections 1362(a) to cause cease the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective Company’ status as an S corporation for the taxable period of DevCo I LP that includes the date of this Agreementany such period.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Hispanica International Delights of America, Inc.)

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering and that the members of CONE Gathering shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such income. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes of this Section 5.4, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) To the extent an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) is not already in effect for DevCo I LP, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code 13 Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of DevCo I LP that includes the date of this Agreement. 5.5 Exchange Agreement. (a)CNX, NBL, DevCo I LP, DevCo II LP, DevCo III LP and the Parties acknowledge that CNX and NBL are parties to that certain Exchange Agreement, dated as of October 29, 2016 (as amended from time to time, the “Exchange Agreement”), pursuant to which, among other things, CNX and NBL agreed to separate their Marcellus Shale joint venture by creating two separate operating areas. At the consummation of the transactions contemplated by the Exchange Agreement: (i) each of CNX, Operating Company, DevCo I LP, DevCo II LP and DevCo III LP, agrees to execute and deliver a counterpart of the CNX GGA to the other parties thereto; (ii) each of NBL, Operating Company, DevCo I LP, DevCo II LP and DevCo III LP, agrees to execute and deliver a counterpart of the NBL GGA to the other parties thereto; (iii) each of NBL and the Partnership agrees to execute and deliver a counterpart of the Access Agreement to the other parties thereto; (iv) each of NBL, CNX, CONE Gathering, the Partnership, Operating Company, DevCo I LP, DevCo II LP and DevCo III LP agrees to execute and deliver a counterpart of the MCA to the other parties thereto; (v) each of CNX and the Partnership agrees to execute and deliver a counterpart of the Services Agreement to the other parties thereto; (vi) each of CNX, Operating Company, DevCo I LP, DevCo II LP and DevCo III LP agrees to execute and deliver a counterpart of the CNX Letter to the other parties thereto; and (vii) each of NBL, Operating Company, DevCo I LP, DevCo II LP and DevCo III LP agrees to execute and deliver a counterpart of the NBL Letter to the other parties thereto; provided, however, that notwithstanding anything to the contrary contained in this Section 5.5, (A) prior to the execution of any document or agreement listed in this Section 5.5, CNX and Noble shall provide the Conflicts Committee and the Board of Directors with executed copies of all amendments to the Exchange Agreement that are 14 entered into following the date hereof and (B) none of the Partnership, the Operating Company, DevCo I LP, DevCo II LP or DevCo III LP shall be obligated to execute any document or agreement pursuant to this Section 5.5 to the extent that the Exchange Agreement is materially amended after the date hereof, as determined in good faith by the Conflicts Committee.

Appears in 1 contract

Samples: Contribution Agreement

Tax Covenants. (a) The Parties agree that the income related to the Subject Interests Contributed Entities or the Contributed Assets for the period up to and including the Closing Date will be reflected on the federal income Tax Return of CONE Gathering the appropriate P66 Party, and that the members of CONE Gathering such P66 Party shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to the Subject Interests Contributed Entities or the Contributed Assets for the period on and after the Closing Date will be reflected on the federal income Tax Return of the Partnership and that the partners of the Partnership shall bear the liability for any Taxes associated with such incomePartnership. (b) The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes apportionment of this income described pursuant to Section 5.45.6(a), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and the CONE Gathering P66 Parties will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests Contributed Entities and the Contributed Assets relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and CONE Gathering the P66 Parties each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (c) Prior to the Closing, the Partnership intends to incur a Liability or Liabilities with respect to the transactions contemplated by Section 2.1, which will be considered recourse debt within the meaning of Section 1.752-1 of the Treasury regulations (the “Treasury Regulations”) promulgated under the Code (the “Transaction Debt”). The Parties intend that (i) the distribution of the Cash Consideration to PDI shall be made first out of proceeds of the Transaction Debt, and such portion of the Cash Consideration shall qualify as a “debt-financed transfer” under Section 1.707-5(b) of the Treasury Regulations; (ii) PDI’s share of the Transaction Debt under Sections 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Transaction Debt; and (iii) the distribution of the Cash Consideration to PDI in excess of amounts distributed out of proceeds of the Transaction Debt, if any, shall be made to reimburse PDI for capital expenditures described in Section 1.707-4 (d) of the Treasury Regulations to the extent such distribution does not exceed the amount of capital expenditures described in Section 1.707-4(d) of the Treasury Regulations. To the extent an election under Section 754 a change in law causes PDI’s share of the Internal Revenue Code Transaction Debt to be determined under Sections 1.752-3(a)(3) and 1.707-5(a)(2)(ii) of 1986the Treasury Regulations, instead of as amended described in clause (the “Code”ii) is not already in effect for DevCo I LPhereto, the Parties shall provide all necessary consents agree, for purposes of Section 1.707-5(a)(2)(ii) of the Treasury Regulations, to take into account the Incentive Distribution Rights (and evidence thereofas such term is defined in the Partnership Agreement) to cause in determining PDI’s share of the election provided by Code Partnership’s profits under Section 754 in accordance with Treasury Regulation Section 1.7541.752-1(b3(a)(3) to be made effective for of the taxable period of DevCo I LP that includes the date of this Agreement.US-DOCS\70615498.10

Appears in 1 contract

Samples: Contribution, Conveyance and Assumption Agreement