Examples of Tax Credits in a sentence
It is the intention of the Parties that the 2024 Tax Credits be absolutely and irrevocably transferred by Seller to Purchaser pursuant to this Agreement such that the 2024 Tax Credits would not be property of Seller’s estate in the event of the filing of a Bankruptcy petition by or against Seller under any Bankruptcy or similar law.
Upon written request from Seller, Purchaser shall use reasonable efforts to (A) transfer any Purchaser Tax Proceeding to Seller with respect to the 2024 Tax Credits and/or (B) request to suspend or otherwise hold in abeyance and keep open any Purchaser Tax Proceeding.
If Purchaser does not receive the Litigation Opinion, it may accept a settlement offer, concede the proposed adjustment or decide not to proceed to litigation, and any resulting disallowance or lack of the right to claim any portion of the 2024 Tax Credits shall be treated as a Loss Event and Seller shall have an indemnity obligation to Purchaser with result to any such disallowance or unclaimed portion.
However, if Purchaser does receive the Litigation Opinion but subsequently accepts a settlement offer, concedes the proposed adjustment or decides not to proceed to litigation, any resulting disallowance or lack of the right to claim any portion of the 2024 Tax Credits shall not be treated as a Loss Event and Seller shall have no indemnity obligation to Purchaser with result to any such disallowance or unclaimed portion.
The Parties intend that this Agreement is purely an arm’s-length contract to facilitate the purchase and sale of Tax Credits and the associated duties and obligations of the Parties.