Certain Tax Covenants. The parties hereto each agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies relating to any Pre-Closing Tax Period that it has in its possession as of the Closing, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the Buyer so requests, the Seller and Xx. Xxxxxx shall allow the Buyer to take possession of such books and records.
Certain Tax Covenants. (a) The Corporation hereby agrees and warrants to each TRA Party (i) that it will not cause the Company or any material Subsidiary of the Company to convert into, or elect to be treated as, a corporation for Tax purposes without the prior written consent of the TRA Party Representative,
Certain Tax Covenants. 12.1 Straddle Period.
Certain Tax Covenants. The Company shall provide the applicable Preferred Unitholder with prior written notice, and shall obtain such Preferred Unitholder’s consent (not to be unreasonably withheld, conditioned or delayed), before it or any of its Subsidiaries effects any transaction outside the ordinary course of business that would reasonably be expected to require the Company to recognize income or gain in excess of $100,000 that would be allocated to such Member under Section 704(c) of the Code (or that would require such Member to recognize gain in excess of $100,000 under Section 737 of the Code) if such transaction would not be accompanied with a cash distribution to such Member in an amount at least equal to such allocated income or gain multiplied by an assumed tax rate equal to the highest maximum combined marginal federal, state and local income tax rates (including any tax rate imposed on “net investment income” by section 1411 of the Code) applicable to an individual resident in the locality where the Member resides (taking into account the character of such taxable income and the deductibility of state and local income tax for federal income tax purposes (to the extent applicable). The Company agrees, for all relevant tax purposes, to treat the assumption of any liabilities of TrueBridge Capital Partners, LLC and its subsidiaries pursuant to the Sale and Purchase Agreement dated as of August 24, 2020 by and among TrueBridge Capital Partners, LLC, EAP, MAW, the Company, P10 Parent and certain other parties (the “TrueBridge Purchase Agreement”) as the assumption by the Company of a “qualified liability” as defined in Treasury Regulations Section 1.707-5(a)(6).
Certain Tax Covenants. (a) Without the prior written consent of the Parent, prior to the Closing, the Company, its Representatives, and the Stockholders shall not make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Parent or the Surviving Corporation in respect of any Post-Closing Tax Period. The Company agrees that the Parent is to have no liability for any Tax resulting from any action of the Company, any of its Representatives, or the Stockholders. The Stockholders shall, severally and jointly, indemnify and hold harmless the Parent against any such Tax or reduction of any Tax asset.
Certain Tax Covenants a. Upon the request of any Wafra Participation Entity in connection with any Transfer of an interest in the Company for U.S. federal income tax purposes, to the extent a valid election under Section 754 of the Code (and any corresponding provisions of state and local Law) may be made but is not in effect as of the taxable year in which such Transfer occurs with respect to the Company or any Subsidiary that is treated as a partnership for U.S. federal income tax purposes, the Company and each Subsidiary with respect to which such Wafra Participation Entity has requested such election(s) be made shall make and maintain such election(s) for the taxable year of the Company or such Subsidiary that includes the date of such Transfer.
Certain Tax Covenants. The Company will comply with all provisions of the Tax Compliance Agreement to be complied by it. The Company will not take any action or fail to take any action (including the requirement to make rebate payments to the United States as required under Section 148(f) of the Code and the Tax Compliance Agreement and the obligations described in 5.05 of the Indenture) which would cause the Bonds to be "arbitrage bonds" within the meaning of Sections 103(b) and 148(a) of the Code or would otherwise cause interest on the 1999 Bonds to be includible in the gross income of the holders thereof for federal income tax purposes (except with respect to the interest on the 1999 Bonds during any period when such Bonds are held by a "substantial user" of the Facilities financed by the 1999 Bonds or a "related person" within the meaning of Section 147(a) of the Code); provided, however, that if the Trustee receives an opinion of Recognized Bond Counsel that any action or failure to take action will cause the interest on the 1999 Bonds to be included in the gross income of Bondholders for Federal income tax purposes, no Event of Default shall be deemed to have occurred unless and until there is a Final Determination of Taxability.
Certain Tax Covenants. (a) Proha shall furnish to the Company at or before the Closing the appropriate affidavit required by Section 1445(b) of the Code to enable the Company not to withhold a Tax under Section 1445(a) of the Code with respect to the transactions contemplated by this Agreement.
Certain Tax Covenants. (a) Following the Contemplated Transactions, (i) Parent will cause the Company to continue the historic business of the Company (and its Subsidiaries) or use a significant portion of the Company’s (and its Subsidiaries’) historic business assets in a business and (ii) Parent will take no action, and will not permit or cause Parent’s Subsidiaries, the Company or the Company’s Subsidiaries to take any action, that will jeopardize the characterization of the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code.
Certain Tax Covenants. (a) Prior to and at the Effective Time, each party hereto shall use its reasonable best efforts to cause the exchanges of (i) FECI Stock for Parent Stock pursuant to the Merger and (ii) the Contributed Assets for Parent Stock pursuant to the Contribution, taken together, to qualify as exchanges described in Section 351 of the Code, and shall not take any action reasonably likely to cause the exchanges not to so qualify.
