Tax Related Agreements Sample Clauses

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. (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. (b) Any and all tax sharing agreements, overhead allocation agreements, cost reimbursement agreements and other intercompany agreements between the Company Group on the 30 one hand, and Advantica or its Affiliates, on the other hand, entered into prior to the Closing Date shall be deemed terminated with respect to the Company Group as of the Closing Date.
Sample 1
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.
Sample 1
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. (b) Any and all Tax sharing agreements, overhead allocation agreements, cost reimbursement agreements and other intercompany agreements between any of the Quincy's Entities on the one hand, and Advantica or any member of the Retained Group, on the other hand, entered into on or prior to the Closing Date shall be terminated and of no effect with respect to the Quincy's Entities as of the Closing Date and there will be no Tax or other payment made (or obligation fulfilled) after the Closing Date which relates to any periods during which any such agreements were in effect from the Quincy's Entities to Advantica or any member of the Retained Group or from Advantica or any member of the Retained Group to the Quincy's Entities. Advantica shall cause all of the members of the Retained Group to comply with this Section 5A.2. (c) For purposes of this Section 5A.2, the term "Tax" shall include ad valorem, real and personal property taxes.
Sample 1
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).
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.

  • 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.

  • Superseded Agreements This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): N/A.

  • 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.

  • Agreement Documents 1. This Agreement consists of the following documents: (a) This Agreement; (b) The General Terms and Conditions for Programme Cooperation Agreements appended hereto; (c) Any Programme Documents concluded hereunder; and (d) Any Special Conditions established with regard to a particular programme, IP, or Programme Document, attached to this Agreement.

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Corporate Authority Relative to this Agreement; No Violation (a) Buyer has all requisite corporate power and corporate authority to enter into, execute, deliver and perform its obligations under this Agreement and to consummate the Purchase. The execution, delivery and performance by Buyer of this Agreement has been duly and validly approved and authorized by Buyer and constitutes the valid and binding agreement of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Buyer of this Agreement and the Buyer Ancillary Agreements and the consummation of the Purchase by Buyer does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority, other than compliance with the applicable requirements of HSR, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) have a Material Adverse Effect or (B) prevent or materially delay the consummation of the Purchase. (c) Assuming compliance with the applicable requirements of HSR, the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Buyer, (ii) contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Buyer, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease or agreement binding upon Buyer or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of Buyer, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Encumbrance that would not have a Material Adverse Effect.

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