Tax Treatment and Related Covenants Sample Clauses

Tax Treatment and Related Covenants. (a) Immediately prior to the Closing, the Partnership shall borrow an amount equal to the Borrowed Funds under indebtedness that constitutes a PBF Recourse Liability in a manner such that the Borrowed Funds Distribution is allocable to the proceeds of such borrowing pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Transaction Debt”, and together with all other indebtedness of the Partnership that constitutes a PBF Recourse Liability, the “Partnership Debt”).
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Tax Treatment and Related Covenants. 27 Section 7.2 Assistance and Cooperation 28
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Tax Treatment and Related Covenants. (i) Except as otherwise provided in this Section 6.8(e), the parties acknowledge that the Asset Contribution is properly characterized as a transaction described in Sections 721(a) and 731 of the Code and agree to file all Tax Returns in a manner consistent with such treatment.
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Tax Treatment and Related Covenants. (a) Prior to the Closing, but no more than ninety (90) days prior to the Closing, the Partnership will incur a new and separate borrowing (which may be in the form of senior debt, a new term loan or any combination thereof) in an amount equal to the Borrowed Funds under indebtedness that constitutes a PBF Recourse Liability in a manner such that the Borrowed Funds Distribution is allocable to the proceeds of such borrowing pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Transaction Debt”, and together with all other indebtedness of the Partnership that constitutes a PBF Recourse Liability, the “Partnership Debt”).
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Tax Treatment and Related Covenants. (a) The parties acknowledge that (A) the contribution of a portion of the Subject Interest in exchange for the Common Unit Quantity is properly characterized as a transaction described in Section 721(a) of the Code and (B) the conveyance of the remaining portion of the Subject Interest in exchange for the Cash Amount is properly characterized as a sale by Operations of Company Assets to the Partnership for U.S. federal income tax purposes and, in each case (A) and B), agree to file all Tax Returns in a manner consistent with such treatment.
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Related to Tax Treatment and Related Covenants

  • Agreement and Covenants The Investor shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Unless the Issuer receives written notification to the contrary at the Closing, the Issuer shall be entitled to assume that the preceding is accurate in all respects at the Closing.

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Representations and Covenants of Underwriters 4.1 The Underwriters shall offer the Offered Securities for sale to the public, directly and through the Selling Dealer Group only in compliance with applicable Securities Legislation and upon the terms and conditions set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment and U.S. Prospectus Amendment and this Agreement. The Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution (i) in any Qualifying Province where a Preliminary MRRS Decision Document, an Amended and Restated MRRS Decision Document and Final MRRS Decision Document has been obtained from the applicable Securities Commission; and (ii) in the United States, unless, in each case, the Underwriters receive notice to the contrary from the Corporation or the applicable Securities Commission or the SEC. The Underwriters shall use all reasonable efforts to complete and to cause the Selling Dealer Group to complete the distribution of the Offered Securities as soon as possible after the Offering Closing Time, subject to the termination provisions contained herein.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Survival of Representations and Covenants All representations, warranties and covenants of the Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement.

  • Representations and Covenants of the Trust A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

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