Tax Related Covenants Sample Clauses

Tax Related Covenants. Without the prior written consent of the Purchaser, neither the Company nor any of its Subsidiaries shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company or any of its Subsidiaries for any period ending after the Closing Date or decreasing any Tax attribute of the Company or any of its Subsidiaries existing on the Closing Date.

Tax Related Covenants. (a) BHC and B+L shall: (i) not, on or before the Effective Date, take or perform or fail to take or perform any act, including entering into any transaction or permitting any act or transaction within its control to be taken or performed or to occur, that, in each case, could reasonably be considered to interfere or be inconsistent with the Tax Ruling; (ii) not take or perform or fail to take or perform any act, including entering into any transaction or permitting any act or transaction within its control to be taken or performed or to occur, in each case, that would cause BHC to cease to be a Specified Corporation on or prior to the Effective Date, except as specifically contemplated by this Agreement and in the Tax Ruling; and (iii) fulfill all representations and undertakings provided by it (or by any of its subsidiaries), or on its behalf (or on behalf of any of its subsidiaries) with its knowledge and consent, in the Tax Ruling. (b) Each of BHC and B+L (for clarity, including Amalco 2 as its successor following the Effective Time) shall not (and, for clarity, shall cause each member of the BHC Group and B+L Group, as applicable, not to), for a period of three years after the Effective Date, take or perform or fail to take or perform any act, including entering into any transaction or permitting any act or transaction within its control to be taken or performed or to occur, that, in each case, could reasonably be expected to cause the Arrangement and/or any transaction contemplated by the Arrangement and/or this Agreement to be taxed in a manner inconsistent with that provided for in the Final Tax Ruling, in each case, without first: (i) obtaining at such Party’s expense a supplemental tax ruling from the CRA or an opinion of a nationally recognized accounting firm or law firm that is in form and substance satisfactory to B+L or BHC, as the case may be, acting reasonably (it being acknowledged that refusal by such Party to accept an opinion that is not at least at a “should” level will be considered to be reasonable), that the taking or performing of such act, or failure to take or perform such act or the entering into such transaction, as applicable, will not cause the Arrangement and/or any transaction contemplated by the Arrangement and/or this Agreement to be taxed in a manner inconsistent with that provided for in the Final Tax Ruling in respect of the other Party or any other member of that other Party’s Group (the B+L Group or BHC Group, as the...

Tax Related Covenants. The Company will use its reasonable best efforts to continue to be organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2013 and thereafter, subject to any future determination by the Company’s board of directors in accordance with the Stockholders Agreement that it is no longer in the Company’s best interests to qualify as a REIT.

Tax Related Covenants. Absent a change in Law or a contrary determination (as defined in Section 1313(a) of the Code), the Investor and the Company shall not (A) for any United States federal income Tax reporting or withholding Tax purposes treat the (I) the Series A Preferred Stock as "preferred stock" for purposes of Sections 305(b)(4) and 305(c) of the Code and the Treasury Regulations promulgated thereunder or (II) the Series A Preferred Stock as receiving a taxable dividend with respect to a dividend paid in kind or for any dividend that accrued but remains unpaid for purposes Section 305 of the Code and Treasury Regulation promulgated thereunder or (B) take any other Tax position that would result in the Series A Preferred Stock having a taxable dividend for United States federal income Tax purposes solely on account of any accrual of a dividend or a dividend paid in kind.

Tax Related Covenants. (a) Target will and shall cause Hexalon to continue to qualify Hexalon as a REIT under the Code. Target shall comply with all requirements for treatment as a BI under Article 28 of the Netherlands Corporate Income Tax Act of 1969, as amended, through September 1, 2002. (b) Target and the Target Subsidiaries shall cooperate with Purchasers in taking all action reasonably requested by Purchasers and designed to reduce any Assumed Taxes or other liabilities arising from or in connection with the transactions contemplated by this Agreement and by the Transaction Documents if and solely to the extent such actions do not impose any material costs on Target or the Target Subsidiaries. Target shall confer with Purchasers regarding any actions, elections or other steps relating to Taxes prior to taking any actions materially affecting Taxes. (c) On the date hereof Target obtained, and on the Closing Date Target shall obtain a letter from Xxxxxx Xxxxxxxx, LLP in the form attached as EXHIBIT B hereto with respect to all prior federal income tax returns of Hexalon and the Pro Forma Tax Returns (the "XXXXXXXX LETTER"). (d) On the date hereof Target obtained, and on the Closing Date Target shall obtain, an opinion of Loyens & Loeff in the form attached as EXHIBIT C hereto (the "LOYENS TAX OPINION"). (e) The Target and the Target Subsidiaries will execute and deliver written instructions to Xxxxxx, Golden & Xxxxxxx and Xxxxxx Xxxxxxxx, LLP directing and authorizing them to cooperate with Purchasers and make their files available to Purchaser while this Agreement is in effect and at all times following the Closing. (f) Target shall cause Xxxxxx Xxxxxxxx, LLP to prepare initial and final pro forma, U.S. federal, state and local tax returns for all relevant jurisdictions reflecting the liabilities of Target and its Subsidiaries for Taxes (including, without limitation, withholding taxes under Section 1445 of the Code) arising from or incident to the closing of the transactions (including alternatively (i) a sale of the shares of Hexalon and (ii) a sale of the assets of Hexalon and from the liquidation of Hexalon thereafter) as provided in this Agreement (the "PRO FORMA TAX RETURNS"). The initial Pro Forma Tax Returns shall assume a closing of the transactions as of March 31, 2002 at sale prices which Purchasers shall provide to Xxxxxx Xxxxxxxx, LLP and the sale prices used for the Closing and the final Pro Forma Tax Returns shall be based on the same assumptions as to sales...

Tax Related Covenants. (a) The Company and the Investor acknowledge and agree that it is intended that Treasury Regulations Section 1.305-5(b)(1) shall not apply to the Converted Preferred Shares in accordance with Treasury Regulation Section 1.305-5(b)(3), and accordingly, except to the extent otherwise required by a binding change in Law after the date hereof, a contrary “determination” (as defined in Section 1313(a) of the Code) or, subject to the Company’s compliance with the last sentence of Section 8.4(f), a contrary determination by a relevant Governmental Authority upon the conclusion of a Tax Proceeding (and, if such determination is appealed by the Company, the conclusion of any related appeals process within such Governmental Authority), the Company agrees not to treat any excess of the Liquidation Preference (as defined in the Series A Certificate of Designations) over the amount of the Purchase Price attributable to the Converted Preferred Shares as a “redemption premium” treated as a constructive distribution (or series of constructive distributions) under Section 305(c) of the Code and Treasury Regulations Section 1.305-5(b)(1). (b) The Company and the Investor acknowledge and agree that it is intended that for U.S. federal income Tax purposes any amount in respect of the Converted Preferred Shares on account of the accrual of dividends shall not be treated as a dividend, unless and until such dividends are declared and paid in cash, and the Company and the Investor shall take no position inconsistent with such treatment on any Tax Return, in any Tax Proceeding or otherwise except to the extent otherwise required by a binding change in Law after the date hereof, a contrary “determination” (as defined in Section 1313(a) of the Code) or, subject to the Company’s compliance with the last sentence of Section 8.4(f), a contrary determination by a relevant Governmental Authority upon the conclusion of a Tax Proceeding (and, if such determination is appealed by the Company, the conclusion of any related appeals process within such Governmental Authority). In the event that any dividend is paid in cash or a binding change in Law, a “determination” (as defined in Section 1313(a) of the Code) or a determination by a Governmental Authority upon the conclusion of a Tax Proceeding requires the accrual of dividends or any portion of a “redemption premium” to be treated as a dividend for U.S. federal income Tax purposes, the Company shall provide the Investor with a reasonable o...

Tax Related Covenants. Absent a change in Law or Internal Revenue Service practice or a contrary determination (as defined in Section 1313(a) of the Code) the Investors and the Company agree not to treat the Preferred Shares as “preferred stock” within the meaning of Section 305 of the Code and Treasury Regulation Section 1.305 -5 for United States federal income tax reporting and withholding tax purposes and shall not take any tax position inconsistent with such treatment.

Tax Related Covenants. The Company agrees to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of amounts held under this Escrow Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent in any such payment or other activities under this Escrow Agreement. The Company undertakes to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Escrow Agreement. The Company agrees to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including, without limitation, the withholding or deduction or the failure to withhold or deduct the same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of this Escrow Agreement, including costs and expenses (including reasonable legal fees and expenses), interest and penalties. The foregoing indemnification shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

Tax Related Covenants. Absent a change in Law or a contrary determination (as defined in Section 1313(a) of the Code), the Investor and the Company shall not (A) for any United States federal income Tax reporting or withholding Tax purposes treat the (I) the Series A Preferred Stock as "preferred stock" for purposes of Section 305 of the Code and the Treasury Regulations promulgated thereunder or (II) the Series A Preferred Stock as receiving a taxable dividend with respect to a dividend paid in kind or for any dividend that accrued but remains unpaid for purposes Section 305 of the Code and Treasury Regulation promulgated thereunder or (B) take any other Tax position that would result in the Series A Preferred Stock having a taxable dividend for United States federal income Tax purposes with respect to any accrual of a dividend or a dividend paid in kind.

Tax Related Covenants. Without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, neither WHL nor any of its Subsidiaries shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to WHL or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to WHL or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of WHL or any of its Subsidiaries for any period ending after the Closing Date or decreasing any Tax attribute of WHL or any of its Subsidiaries existing on the Closing Date.