Tax Representations and Covenants for purposes of Section 3(e) and 3(f) of the ISDA Agreement, each of the parties makes the representations applicable to it as set forth in Sections I(a) and (b) of Annex A to this Confirmation as of the Trade Date and as of the date of this Confirmation and in the case of the representations given for purposes of Section 3(f) of the ISDA Agreement (which representations are set forth in Section I(b) of Annex A), at all times until termination of the Transaction. In addition, each party covenants and agrees that it will deliver to the other party the Tax forms, documents or certificates as required pursuant to Section II(a) of Annex A.
Tax Representations and Covenants. Representations of each of the Seller and the Buyer It is not required by any applicable law, as modified by the practice of any relevant governmental authority, to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 4 to be made by it to the other party) under this Agreement. In making this representation, it may rely on (i) the accuracy of any representation made by the other party below in this Exhibit and (ii) the satisfaction of the covenant of that other party contained below in this Exhibit and the accuracy and effectiveness of any document provided by that other party pursuant to any such covenant.
Tax Representations and Covenants. The Company hereby represents and covenants as follows:
Tax Representations and Covenants. Except as set forth on Schedule 8.2(a), to the Knowledge of the CPP Management:
(a) all Tax returns, statements, reports and forms (including estimated tax or information returns and reports) required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of CPP (collectively, the "RETURNS") have been or will be timely filed when due in accordance with all applicable laws, except where the failure to file would not subject CPP to any liabilities (including any interest, penalties or addition-to-tax);
(b) as of the time of filing, the Returns correctly reflected (and, as to any Returns not filed as of the Effective Date, will correctly reflect) in all material respects the facts regarding the income, business, assets, operations, activities and status of CPP and any other information, as required to be shown therein;
(c) all Taxes due and payable (whether shown on or reportable on the Returns) have been timely paid, or withheld and remitted to the appropriate Taxing Authority;
(d) the charges, accruals and reserves for Taxes with respect to CPP for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the April 30 Balance Sheet (excluding any provision for deferred income taxes), as adjusted for operations and transactions in the ordinary course of business since the date of the April 30 Balance Sheet, are adequate to cover such Taxes;
(e) CPP is not delinquent in the payment of any Tax nor has it requested any extension of time within which to file any Return, which Return has not yet been filed;
(f) CPP has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired;
(g) there is no Proceeding now pending or, to the knowledge of CPP, threatened against or with respect to CPP in respect of any Tax or Tax Asset;
(h) CPP has not filed any request for ruling or determination of any Taxing Authority in respect of any Tax which has been denied during the past five years or which is pending;
(i) CPP does not own any interest in real property in any jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property;
(j) CPP has not been a member of an affiliated, consolidated, combined or unitary group and is not liable for the taxes of any other Person;
(k) all information...
Tax Representations and Covenants. Representations of each of the Seller and the Buyer For the purpose of this Agreement, each of the Buyer and Seller hereby represents, respectively, that it is a “United States person” for purposes of the United States Internal Revenue Code of 1986, as amended. It is not required by any applicable law, as modified by the practice of any relevant governmental authority, to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 4 to be made by it to the other party) under this Agreement. In making this representation, it may rely on (i) the accuracy of any representation made by the other party below in this Exhibit and (ii) the satisfaction of the covenant of that other party contained below in this Exhibit and the accuracy and effectiveness of any document provided by that other party pursuant to any such covenant.
Tax Representations and Covenants. (a) The Partnership and PBF LLC each represent that it is not aware of any fact that is in existence on the date hereof or may reasonably be expected to occur on or prior to the Closing, or has taken or agreed to take any action, that would reasonably be expected to prevent or impede the Conversion from qualifying for the Agreed Tax Treatment.
(b) The Partnership and PBF LLC each agree to use its reasonable best efforts to cause the Conversion to qualify for the Agreed Tax Treatment, including by not taking or failing to take any action which action or failure to act such party knows is reasonably likely to prevent such qualification.
Tax Representations and Covenants. Each party represents that it is not aware of any fact that is in existence on the date hereof or may reasonably be expected to occur on or prior to the Closing, or has taken or agreed to take any action, that would reasonably be expected to prevent or impede (i) the Transaction from qualifying for the Intended Tax Treatment or (ii) the representations in the Tax Opinion Certificate from being true and correct on the date hereof or on the Closing Date.
(a) Each party agrees to use its reasonable best efforts to cause the Transaction to qualify for the Intended Tax Treatment, including by not taking or failing to take any action which action or failure to act such party knows is reasonably likely to prevent such qualification.
Tax Representations and Covenants. (a) Each Party represents that it is not aware of any fact that is in existence on the date hereof, nor has it taken or agreed to take any action, that would reasonably be expected to prevent or impede the transactions contemplated by this Agreement from qualifying for the Agreed Tax Treatment.
(b) Each Party agrees to use its reasonable best efforts to cause the transactions contemplated by this Agreement to qualify for the Agreed Tax Treatment, including by not taking or failing to take any action which action or failure to act such Party knows is reasonably likely to prevent such qualification.
(c) The Parties anticipate that the transactions contemplated by this Agreement are exempt from or are otherwise not subject to any sales, use, transfer or similar Taxes (“Transfer Taxes”). If any Transfer Taxes are due or should hereafter become due (including penalties and interest thereon) by reason of any such transactions, such Transfer Taxes shall be borne one-half by CAPL and one-half by DM Holdings II, except that any interest, additions and penalties that arise as a result of a Person’s failure to timely and properly pay its portion of such Transfer Taxes shall be borne exclusively by such Person. The Parties will, and will cause their Affiliates to, cooperate in the preparation and filing of any Tax returns and other documentation with respect to Transfer Taxes. Article VI
Tax Representations and Covenants. 37 SECTION 7.01
Tax Representations and Covenants. The Company and the Controlling Shareholder jointly and severally represent, warrant and covenant to Buyer as of the date hereof and as of the Closing Date as follows:
