Tax Covenants. Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the Company or any of its Subsidiaries to take, any action or omit to take any action which could increase the Sellers’ or any of their respective Affiliates’ liability for Taxes.
Appears in 2 contracts
Samples: Purchase Agreement (Tops Markets Ii Corp), Purchase and Sale Agreement (Tops Markets Ii Corp)
Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the Company or any of its Subsidiaries Xxxxxx Entity to take, any action outside of the ordinary course of business or omit to take any action which could is reasonably likely to increase the Sellers’ Seller’s or any of their respective its Affiliates’ liability for TaxesTaxes without the prior written consent of the Seller (such consent not to be unreasonably delayed or withheld).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dow Chemical Co /De/), Stock Purchase Agreement (Rohm & Haas Co)
Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the Company or any of its Subsidiaries to take, any action or omit to take any action which could increase the Sellers’ any Seller’s or any of their respective Affiliates’ liability for TaxesTaxes unless such action or omission is required by law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (PAE Inc), Stock Purchase Agreement (PAE Inc)
Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser (including the Company, the Subsidiaries and the Joint Ventures) shall take, or after the Closing cause or permit the Company or any of its Subsidiaries Subsidiary to take, any action or omit to take any action which could increase the Sellers’ Seller’s or any of their respective its Affiliates’ liability for Taxes. Neither the Seller nor any Affiliate of the Seller shall take any action or omit to take any action which could increase the Purchaser’s, the Company’s, any Subsidiary’s or any Joint Venture’s liability for Taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (PNA Group Holding CORP)
Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the Company or any of its Subsidiaries Companies to take, any action or omit to take any action which could increase the Sellers’ Seller’s or any of their respective its Affiliates’ liability for TaxesTaxes except as may be required by Law.
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Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the either Company or any of its Subsidiaries to take, any action or omit to take any action which could increase the Sellers’ Seller’s or any of their respective its Affiliates’ liability for Taxes, unless otherwise required by Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (HLTH Corp)
Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the Company AenP, TEC or any of its Subsidiaries Electroandes to take, any action or omit to take any action which reasonably could be expected to increase the Sellers’ Seller’s or any of their respective its Affiliates’ liability for Taxes, except to the extent required by a final determination by the relevant Governmental or Regulatory Authority.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pseg Energy Holdings LLC)
Tax Covenants. (a) Neither the Purchaser Purchasers nor any Affiliate of the Purchaser Purchasers shall take or omit to take, or after the Closing cause or permit the any Company or any of its Subsidiaries Subsidiary to take or omit to take, any action or omit to take any action which listed in Section 7.09 of the Disclosure Schedule, that could increase the Sellers’ or any of their respective Affiliates’ liability for Taxes.
Appears in 1 contract
Samples: Stock Purchase Agreement (Claxson Interactive Group Inc)
Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the Company or any of its Subsidiaries Groupe Modulo to take, any action or omit to take any action which could increase the Sellers’ Seller’s or any of their respective its Affiliates’ liability for Taxes.
Appears in 1 contract
Tax Covenants. (a) Neither the Purchaser Purchasers nor any Affiliate of the Purchaser Purchasers shall take, or after the Closing cause or permit the Company or any of its Subsidiaries Companies to take, any action action, or omit to take any action which could increase the Sellers’ Seller’s or any of their respective its Affiliates’ liability for Taxes.
Appears in 1 contract
Samples: Stock Purchase Agreement (HLTH Corp)
Tax Covenants. Neither the Purchaser Buyer nor any Affiliate of the Purchaser Buyer shall take, or after the Closing cause or permit the Company or any of its Subsidiaries to take, any action or omit to take any action which could increase the Sellers’ or any of their respective Affiliates’ liability for Taxes.
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Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the any Acquired Company or any of its Subsidiaries to take, any action or omit to take any action which could increase the Sellers’ Parent’s or any of their respective its Affiliates’ liability for Taxes.
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Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the Company or any of its Subsidiaries to take, any action or omit to take any action which could increase the Sellers’ or any of their respective Affiliates’ liability Bally Entity’s Liability for Taxes.
Appears in 1 contract
Samples: Purchase Agreement (Bally Total Fitness Holding Corp)
Tax Covenants. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall take, or after the Closing cause or permit the Company or any of its Subsidiaries Subsidiary to take, any action or omit to take any action which could increase the Sellers’ Seller’s or any of their respective its Affiliates’ liability for Taxes.
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