Buyer Tax Act Sample Clauses

Buyer Tax Act. The Buyer Parties shall pay and indemnify and hold harmless Seller and its direct and indirect equity holders from and against any Taxes of Seller (including any Taxes for which Seller is responsible under this Agreement) or its direct or indirect equity holders resulting from (i) any actions outside of the ordinary course of business taken, or caused to be taken, by Buyer or Parent or any of their Affiliates following the Closing (other than any transactions pursuant to, or specifically contemplated by, this Agreement, or otherwise agreed to by Seller in writing), or (ii) any Tax elections or positions (other than any Tax elections or positions made or taken pursuant to, or specifically contemplated by this Agreement, or otherwise agreed to by Seller in writing) that Buyer or Parent or any of their Affiliates make (or cause to be made) or take (or cause to be taken) with respect to any of the Target Companies following the Closing.
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Buyer Tax Act. Except to the extent permitted or required by this Agreement or to the extent Purchaser or the Surviving Corporation receives the prior written consent (which shall not be unreasonably withheld, conditioned or delayed) of the Stockholder Representative, neither Purchaser nor the Surviving Corporation shall file any amended Tax Return for a Tax period ending on or prior to the Closing Date, if the filing of such amended Tax Return would have the effect of increasing the Tax Liability of the Surviving Corporation or the Company Securityholders for any Pre-Closing Tax Period.
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Buyer Tax Act. Buyer will not and will ensure that none of its Affiliates (including, after the Closing, the Company), acting separately or in concert, cause or engage in any Buyer Tax Act.
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Buyer Tax Act. Notwithstanding anything to the contrary in this Agreement, (A) references to Taxes in this Section 6.1(a) shall be deemed to include amounts that would have constituted Taxes but for the set-off or other utilization of any loss, deduction or credit, in each case unrelated to the amounts at issue, realized in or attributable to a Post-Closing Tax Period and (B) for the avoidance of doubt, the indemnification obligations of DuPont pursuant to this Section 6.1(a) shall not be subject to sections 8.4(h) and (i).
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Buyer Tax Act. From and after the Closing, except as otherwise required by Applicable Law, Buyer shall not, and shall cause the Company not to, (i) amend any Tax Returns of the Company to the extent such Tax Returns relate to any Pre-Closing Tax Period (or portion thereof), (ii) make, change or revoke any Tax election that has retroactive effect to any taxable period of the Company that ends on or before the Closing Date, (iii) enter into any voluntary disclosure agreement (or similar agreement or proceeding) with any taxing authority for any taxable period of the Company that ends on or before the Closing Date, or (iv) waive any carryback of any net operating loss, capital loss or credit arising in a Pre-Closing Tax Period (and Buyer shall cause the Company to waive the carryback to a Pre-Closing Tax Period of any net operating loss, capital loss or credit arising in a tax period other than a Pre-Closing Tax Period) on any Tax Return that relates to any Pre-Closing Tax Period.
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Buyer Tax Act. 76 Buyer's Acquired Business.....................................................................62
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Related to Buyer Tax Act

  • Transfer Tax The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Company and expressly shall not be a liability of any holder of the Company Common Stock.

  • Tax Law The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

  • FIRPTA Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Payer Tax Representations For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.

  • Payer Tax Representation Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

  • FIRPTA Withholding To prevent the withholding of federal income tax in an amount equal to 10% of the amount of the Purchase Price plus Partnership liabilities allocable to each Unit purchased, each tendering Limited Partner must complete the FIRPTA Affidavit included in the Assignment of Partnership Interest certifying the Limited Partner's taxpayer identification number and address and that such Limited Partner is not a foreign person. See the Instructions to the Assignment of Partnership Interest and Section 6.

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

  • Other Tax Matters 9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

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