Taxes Related to Transactions Sample Clauses

Taxes Related to Transactions. Notwithstanding anything to the contrary in this Article 8, the Stockholders shall be liable for and shall pay when due (i) any and all Taxes imposed on the Stockholders arising in any way in connection with the sale of the Repurchased Shares; (ii) any Taxes payable by the Stockholders as shareholders of the Company; and (iii) except for Taxes payable by the Company under Section 1363(d) of the Code (relating to LIFO recapture upon an election to be treated as an S Corporation), any corporate level Taxes imposed upon the Company resulting from the sale of the Repurchased Shares contemplated by Section 2.1 or the distribution or other disposition of the Excluded Assets (including without limitation corporate level Taxes imposed under Section 1374 of the Code), and the Stockholders shall promptly indemnify, defend and hold Buyer and its Affiliates, and as of the Closing Date, the Company and any Subsidiary, harmless against any and all such Taxes. To the extent the distribution or other disposition of Excluded Assets creates a sale or exchange to the Company for federal or state income tax purposes, the treatment of such sale or exchange on the Company's Corporation tax returns for any Pre-Closing Tax Period will not be objected to by Buyer pursuant to Section 8.3(f) as long as such treatment is supported by appraisals conducted by professional valuation firms.
Sample 1
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Taxes Related to Transactions. Notwithstanding anything to the contrary in this ARTICLE 7, Sellers shall be liable for and shall pay (i) any and all Taxes imposed on the Sellers arising in any way in connection with the transfer of the Equity Interests contemplated by SECTION 1.1; (ii) any taxes payable by the Sellers as partners or shareholders of the Companies or any of the Included Entities (including, without limitation, any shareholder level tax imposed upon the deemed asset sale and deemed liquidation of Meridian under Treasury Regulation ss.1.338(h)(10)-1); (iii) except for Taxes payable by Felt under Code Section 1363 (relating to LIFO recapture upon an S Election), any corporate level Taxes imposed upon any of the Companies or any of the Included Entities resulting from the transfer of the Equity Interests contemplated by SECTION 1.1 (including, without limitation, (A) any corporate level Taxes imposed upon any of the Companies under Code Section 1374 resulting from the transfer of the Equity Interests contemplated by SECTION 1.1, and (B) any Taxes incurred under Treasury Regulation ss.1.338(h)(10)-1(e)(1) and 1.338(h)(10)-1(f) upon the deemed asset sale by Meridian); and (iv) any other transfer Taxes incurred in connection with the transactions contemplated hereby and Sellers shall indemnify, defend and hold Buyer harmless against any and all such Taxes.
Sample 1

Related to Taxes Related to Transactions

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • No Impediment to Transactions 4.2.1 Transaction is Legal and Authorized. The issuance of the Subordinated Notes, the borrowing of the aggregate Subordinated Note Amount, the execution of the Transaction Documents and compliance by the Company with all of the provisions of the Transaction Documents are within the corporate and other powers of the Company. 4.2.2

  • Qualification to Transact Business The Company will take all steps necessary to ensure that at all times the Company will validly exist as a Maryland corporation and will be qualified to do business in all jurisdictions in which the conduct of its business requires such qualification and where such qualification is required under local law.

  • Consummation of Related Transactions Agent shall have received fully executed copies of each of the Related Transactions Documents, each of which shall be in full force and effect in form and substance reasonably satisfactory to Agent. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Other Activities Related Party Transactions (a) The Manager shall devote such of its time to the affairs of the Owner and the Project as shall be reasonable given its status as the Manager thereof as contemplated by this Agreement. Manager and its Affiliates may engage in, or possess an interest in, and Owner hereby specifically acknowledges that Manager and its Affiliates are and shall remain entitled to be so engaged in, other business ventures in Jefferson County, Kentucky, or elsewhere, whether of the same or of a different nature or description, independently or with others, including those which are or might be deemed to be competitive with the Project. None of Owner, FLCC or FLCA, or any other person or entity, shall have any rights by virtue of this Agreement in and to such independent ventures, or to the income or profits derived therefrom, even if competitive with the Project, nor will any of the same have a claim against Manager or any of its Affiliates as a result thereof. None of Manager or its Affiliates shall be obligated to present any particular business opportunity of a character which, if presented to Owner, could be taken by Owner, and Manager and its Affiliates shall have the absolute right to take for its separate account, or to recommend to others, any such particular business opportunity, to the exclusion of Owner and any other person or entity. The term "Affiliates", as used in this Agreement, shall mean any person or entity which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, Manager, and shall include, without limitation, Xx. X. X. Xxxxxxx, NTS Corporation, NTS Development Company, NTS Financial Partnership and NTS/Residential Properties, Inc.-Virginia

  • No Control of the Other Party’s Business The Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Parent or Merger Sub, on the one hand, or the Company, on the other hand, directly or indirectly, the right to control or direct the business or operations of the other at any time prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

  • Matters Related to Termination (a) In the event of termination of this Agreement for any reason, including without limitation expiration of the term hereof, the Company will pay you any amounts earned but not paid through the date of termination, and the Company shall have no obligation to you for any other payments following termination of this Agreement.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

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