Tax Treatment of Penalties. Penalties, interest, and other charges paid pursuant to this Agreement shall not be deductible for purposes of federal taxes.
Tax Treatment of Penalties Sample Clauses
Related to Tax Treatment of Penalties
Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).
Certain Tax Matters Parent agrees that: (a) Parent shall not take any action, nor permit any Parent Affiliate or, after the Effective Time, the Company, to take any action, that would cause the Merger not to qualify as a reorganization pursuant to Section 368(a)(1) of the Code. (b) Parent shall not take any action or make any election (or, after the Effective Time, cause or permit the Company to take any action or make any election) that would give rise to any item of income, gain, loss, deduction, expense or credit to the Company for income Tax purposes on the Closing Date to the extent any stockholder of the Company would have an obligation hereunder to indemnify the Parent, the Company or any other person for Taxes as a result thereof, other than the conduct of the historic business of the Company in the Ordinary Course thereof consistent with past practice. (c) The federal and state income Tax Returns of the Company for its taxable years ending on or before the Closing Date shall be prepared under the direction and control of the Stockholders’ Representative at the expense of the Company, consistent with applicable law and regulations and historic practices of the Company and based on a closing-of-the-books of the Company as of the Closing Date. The Stockholders’ Representative shall afford Parent a reasonable opportunity to review the proposed form of such Tax Returns and shall not file any such Tax Return without Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed. Parent shall be deemed to have granted such consent unless Parent delivers to the Stockholders’ Representative a written notice of objection and the reasons for the objection within 20 business days after delivery to Parent of the proposed form of any such Tax Return. Parent shall cause the Company to execute and file such income Tax Returns as so prepared and consented and pay the Tax reflected thereon as required to be paid. No election to make a ratable allocation based on the pre-Closing taxable year of the Company shall be made under Treasury Regulations § 1.1502-76(b)(2)(ii). However, with the written consent of the Stockholders’ Representative, an election to make a ratable allocation of items for the month during which the Closing occurs may be made in accordance with Treasury Regulations § 1.1502-76(b)(2)(iii). (d) The Parent shall afford the Stockholders’ Representative a reasonable opportunity to review the proposed form of any state income Tax Return of the Company for any period that begins before and ends after the Closing Date and shall not file any such Tax Return without the prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld or delayed. The Stockholders’ Representative shall be deemed to have granted such consent unless the Stockholders’ Representative delivers to the Parent a written notice of objection and the reasons for objection within 20 business days after delivery to the Stockholders’ Representative of the proposed form of state income Tax Return. (e) After the Effective Time, Parent shall not cause or permit the Company to file or join in filing any income Tax Return, any amendment of any income or other Tax Return,
