Tax Reporting and Compliance. The Reorganized Debtor is hereby authorized, on behalf of the Debtor, to request an expedited determination under section 505 of the Bankruptcy Code of the tax liability of the Debtor for all taxable periods ending after the Petition Date through, and including, the Effective Date.
Tax Reporting and Compliance. The Company agrees to (i) cooperate with the Paying Agent and the Purchaser in respect of any required Tax reporting and withholding or similar obligations of the Paying Agent or Purchaser and (ii) provide information necessary for the Paying Agent to ascertain whether the Paying Agent has fully discharged its legal obligation with respect to the payment of the Aggregate Holder Purchase Price and Company Dividend Amount (in all such cases, disclaiming and avoiding any representation or warranty of accuracy of, or determination of adequacy of, such information, and without being subject to any indemnification requested by or to Paying Agent or any other party).
Tax Reporting and Compliance. Getty shall, and shall cause the Company, Company Subsidiaries, NSCO, NSULC, NSULC2 and Affiliates of Getty, to and the Stockholders who are U.S. citizens or residents for U.S. federal income tax purposes shall: (a) report the Combination as a reorganization under Section 368(a)(1) of the Code on all applicable U.S. federal, state and local Tax Returns; (b) keep records and file in connection with their respective U.S. federal and state Tax Returns all such information as may be required by Treasury Regulation Section 1.368-3 and otherwise comply with all the reporting requirements of Section 368(a)(1) of the Code and the Treasury Regulations promulgated thereunder; and (c) unless required to do so by law, refrain from taking any position in connection with any Tax Return or Tax liability that would be inconsistent with the qualification of the Combination as a reorganization under Section 368(a)(1) of the Code.
Tax Reporting and Compliance. Both CBLI and CYTO will take all commercially reasonable actions as needed to qualify the Merger as a reorganization pursuant to Section 368(a) of the Code, and will not take actions that would reasonably be expected to cause the Merger to not qualify as a reorganization pursuant to Section 368(a) of the Code. Both CBLI and CYTO will report the Merger as a reorganization pursuant to Section 368(a) of the Code for all tax purposes, and will file all required forms consistently with that position.
