Tax Related Agreements Sample Clauses

Tax Related Agreements. (a) Effective as of the Closing Date, the Company Group shall not have any obligation or liability in respect of any tax sharing or tax allocation agreement between Advantica, the Seller or any member of their affiliated group.
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Tax Related Agreements. Neither Merger Sub nor Parent will cause or permit any amendment of any tax return of ECI for any period ending on or prior to the date of the Closing to be filed without the prior written consent of both Principals which consent will not be unreasonably withheld, delayed or conditioned. Neither Merger Sub nor Parent has taken or failed to take, or will take or fail to take any action which has or would have caused or will cause the Merger to fail to qualify as a tax-free reorganization under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal Revenue Code. Parent and Merger Sub will treat the Merger as a reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal Revenue Code. Neither ECI nor the Principals has taken or failed to take, or will take or fail to take any action which has or would have caused or will cause the Merger to fail to qualify as a tax-free reorganization under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal Revenue Code. ECI, Merger Sub and Parent shall cooperate to the extent reasonably requested by the other part, in connection with the preparation any filing of any tax return, statement, form or report (including any report required by federal Treasury Regulations), and any audit, litigation or other proceeding with respect to taxes. Such cooperation shall include (i) the provision of information reasonably requested by ECI or any of its stockholders regarding any tax period ending upon or prior to the Effective Time, (ii) the provision of book and tax workpapers related to any returns filed or to be filed for any tax period ending upon or prior to the Effective Time and (iii) the retention and the provision of records and information (including employees to explain any material so provided) relevant to any such matter. Merger Sub and Parent agree to retain for the time periods required by law books and records with respect to tax matters pertinent to ECI relating to any tax period ending upon or prior to the Effective Time and to abide by all record retention requirements of any taxing authority.
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Tax Related Agreements. The Company has delivered to the Purchasers copies of, any Tax Sharing Agreement, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. “Tax Sharing Agreement” shall mean all binding existing agreements or arrangements (whether or not written) that provide for the allocation, apportionment, sharing, indemnification, or assignment of any material Tax liability or benefit (excluding any indemnification or similar agreement or arrangement pertaining to the sale or lease of assets or subsidiaries and any advance pricing agreement, closing agreement or other agreement relating to Taxes).
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Tax Related Agreements. The Sellers shall, and shall cause the Company to, terminate, as of the Closing Date, any Tax allocation, Tax sharing, Tax indemnification and Tax receivable agreements or arrangements between the Company and any Seller, and such agreements or arrangements shall have no further effect for any taxable year (whether the current year, a future year or a past year). After the Closing Date, the Company shall not have any further rights or liabilities thereunder or under any payables or receivables arising therefrom or thereunder.
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Tax Related Agreements. (a) Effective as of the Closing Date, the Quincy's Entities shall not have any obligation or Liability in respect of any Tax sharing, Tax allocation or similar agreement between any of the Quincy's Entities, on the one hand, and any member of the Retained Group on the other hand.
Sample 1

Related to Tax Related Agreements

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Related Agreement (a) If required by Broker, the Company shall enter into a Placement Agency Agreement with Broker that is substantially consistent with Broker’s standard form, modified as appropriate to reflect the terms of the applicable Transaction and containing such terms, covenants, conditions, representations, warranties, and providing for the delivery of legal opinions, comfort letters and officer’s certificates, all in form and substance satisfactory to Broker and its counsel.

  • Other Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by any of the other Ancillary Agreements.

  • Transactional Agreements Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

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