Tax Matters Covenants Sample Clauses

Tax Matters Covenants. For U.S. federal income tax purposes, the parties hereto intend for the Axxxxxxxx Shares Transfer, the issuance of the Call Option Premium Units and the Issuance and Transfer Upon Exercise to qualify as a nontaxable transfer within the meaning of Section 721 of the Code. The parties hereto agree to file all Tax Returns with the foregoing treatment of this transaction and to take no position inconsistent with such treatment.
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Tax Matters Covenants. For U.S. federal income tax purposes, the parties intend for the Exchange to qualify as a nontaxable transfer within the meaning of Section 721 of the Code. The parties agree to file all Tax Returns with the foregoing treatment of this transaction and to take no position inconsistent with such treatment.
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Tax Matters Covenants. The parties to this Agreement acknowledge that the sole consideration payable to Yorktown in connection with this transaction is the Common Shares. For U.S. federal income tax purposes, the parties intend for the Exchange to qualify as a “reorganization” within the meaning of Section 368(a)(1)(E) of the Code. The parties further agree to file all Tax returns and related schedules and statements (including the information required under Section 1.368-3 of the United States Treasury Regulations) consistent with the treatment of this transaction as such a “reorganization” and to take no position inconsistent with such treatment. The parties further agree to take no action which would prevent the Exchange from qualifying as such a “reorganization.”
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Tax Matters Covenants. 48 5.4.1. Code Section 338(h)(10) Election; Allocation of Transaction Consideration........... 48 5.4.2. Transferors'Taxes and Returns................................. 49 5.4.3. PHC's Returns for Tax Periods Including the Closing Date........ 49 5.4.4. Tax Periods Ending on or Before the Closing Date................ 50 5.4.5. Tax Periods Beginning Before and Ending After the Closing Date.. 50 5.4.6.
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Tax Matters Covenants. 5.4.1. Code Section 338(h)(10)
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Tax Matters Covenants. Section 7.1 Cooperation..............................................61 Section 7.2 Taxes Relating to the Transactions Contemplated by this Agreement......................................62 Section 7.3
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Tax Matters Covenants. 48 5.4.1. Code Section 338(h)(10) Election; Allocation of Transaction Consideration................................................48 5.4.2. Transferors' Taxes and Returns...............................49 5.4.3. PHC's Returns for Tax Periods Including the Closing Date.....49 5.4.4. Tax Periods Ending on or Before the Closing Date.............50 5.4.5. Tax Periods Beginning Before and Ending After the Closing Date.........................................................50 5.4.6. Cooperation on Tax Matters...................................52 5.4.7. Tax Sharing Agreements.......................................52 5.4.8. Audits.......................................................52 5.4.9. Carrybacks...................................................53 5.4.10. LLC Entity Tax Years Beginning Before and Ending After Closing......................................................53 5.4.11. Tax Indemnification..........................................53 5.4.12. Procedures Relating to Indemnification of Tax Claims.........54
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Tax Matters Covenants. 5.4.1. Code Section 338(h)(10) Election; Allocation of Transaction Consideration. PHC and Buyer shall jointly make an election under Section 338(h)(10) of the Code (and any comparable provision of applicable state or local income tax law) with respect to the purchase of the stock of Holdco by Buyer (and, at Buyer's Option, with respect to those lower-tier Subsidiaries of Holdco for which such an election may be made) and, as soon as practicable after the Closing shall mutually prepare a Form 8023, with all attachments (the "8023 Statement") and shall cooperate with each other to take all actions necessary and appropriate (including filing such additional forms, returns, elections, schedules and other documents as may be required) to effect and preserve a timely election, in accordance with the provisions of Treas. Reg. Section 1.338(h)(10)-1 (or any comparable provisions of state or local tax law) or any successor provisions (the "Election"). The Buyer shall make an allocation of that portion of what it estimates will be the Modified ADSP (as defined in Treas.
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Tax Matters Covenants 
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Related to Tax Matters Covenants

  • Seller’s Covenants Seller hereby covenants as follows:

  • Buyer’s Covenants Buyer hereby covenants as follows:

  • Purchaser’s Covenants The Purchaser will have performed and complied with all covenants, agreements and conditions as required by this Agreement.

  • Vendor’s Covenants The Vendor will have performed and complied with all agreements, covenants and conditions as required by this Agreement.

  • Debtor’s Covenants Until the Obligations are paid in full, Debtor agrees that it will:

  • Borrower’s Covenants 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company:

  • Grantor's Covenants The Grantor covenants that it shall:

  • Tax Covenants (a) Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Property. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

  • Pledgor’s Covenants The Pledgor represents, covenants and warrants that unless compliance is waived by the Bank in writing:

  • Lessor's Covenants The Lessor hereby covenants with the Lessee as follows:

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