Tax Matters and Other Post Closing Covenants
Tax Matters and Other Post Closing Covenants Sample Clauses
Related to Tax Matters and Other Post Closing Covenants
Corrective and Other Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:
Covenants and Other Matters 7 Section 4.1
Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.
Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.
Impositions and Other Claims Each Borrower shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges levied upon it, its income and its assets and the Properties prior to delinquency, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. Each Borrower shall file or cause to be filed all federal, state and local tax returns and other reports that it or its subsidiaries are required by law to file. If any law or regulation applicable to Lender, any Note, any of the Mortgage Loan Collateral Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.
Returns and Other Elections The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Member within seventy-five (75) days after the end of each Fiscal Year of the Company. All elections permitted to be made by the Company under federal or state laws shall be made by the Managers with the consent of the Member.
Tax and Other Liabilities Neither Seller nor any Seller Subsidiary has any liability of any nature, accrued or contingent, including without limitation liabilities for Taxes and liabilities to customers or suppliers, other than the following:
Covenants and other Agreements of the Company and the Underwriters (a) The Company covenants and agrees as follows:
Due Diligence and Other Documents The Borrowers shall have delivered to the Administrative Agent such other documents, certificates and opinions as the Administrative Agent may reasonably request.
Definitions and Other Matters Section 1.1 Definitions 1 Section 1.2 Definitions Generally 4 ARTICLE II REGISTRATION RIGHTS
