Certain Tax Issues Sample Clauses

Certain Tax Issues. Each Roll-Over Investor and Mezzanine Investor has reviewed with his or her own tax and legal advisors the federal, state, local and foreign tax consequences of such Roll-Over Investor’s or Mezzanine Holder’s acquisition of shares of Capital Stock and the transactions of and contemplated by this Agreement and the Merger Agreement. Each Roll-Over Investor and Mezzanine Investor is relying solely on such advisors and not on any statements of GEI, the Company or any of their respective agents with respect to such tax consequences. Each Roll-Over Investor and Mezzanine Investor understands that it, he or she (and not GEI or the Company) shall be responsible for their own tax liability that may arise as a result of such Roll-Over Investor’s or Mezzanine Investor’s acquisition of shares of Capital Stock or the transactions contemplated by this Agreement and the Merger Agreement. Each Roll-Over Investor and Mezzanine Investor understands that it may be beneficial in certain circumstances to elect to be taxed as of the date of its, his or her acquisition of shares of Capital Stock rather than when certain restrictions set forth in this Agreement lapse by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with the Internal Revenue Service within 30 days from the Award Date. EACH ROLL-OVER INVESTOR AND MEZZANINE INVESTOR ACKNOWLEDGES THAT IT IS HIS OR HER RESPONSIBILITY AND NOT GEI OR THE COMPANY’S RESPONSIBILITY TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF SUCH ROLL-OVER INVESTOR OR MEZZANINE INVESTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF. Each Roll-Over Investor and Mezzanine Investor acknowledges that nothing in this Agreement constitutes tax advice.
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Certain Tax Issues. (a) The Partners intend that the Purchaser will qualify, and maintain its status, as a domestically controlled qualified investment entity for purposes of Section 897(h) of the Code. The General Partner will use commercially reasonable efforts to ensure that the Purchaser so qualifies and maintains such qualification. The General Partner shall use commercially reasonable efforts to ensure that following the Closing no direct interest, or to the extent the General Partner has consent over such transfers, indirect interests, in the Purchaser (other than an interest held through SAFANAD) is acquired by any person that is not a U.S. person for purposes of determining whether the Purchaser qualifies as a domestically controlled qualified investment entity and, subject to the Permitted NHI Transfer which shall in no event require the consent of any Partner, the Transfer of 1051492.09-NYCSR02A - MSW any direct or indirect interest in the Purchaser (other than an interest held through SAFANAD) to any person that is not a U.S. person for purposes of determining whether the Purchaser qualifies as a domestically controlled qualified investment entity will require the prior written consent of SAFANAD (it being acknowledged and agreed that the foregoing shall not restrict the transferability of interest in the Purchaser in accordance with Section 12.4(g)). Notwithstanding the foregoing, the foregoing restrictions set forth in this Section 3.12 shall be subject to the fiduciary duties of NHI and its board of directors to its shareholders and to other constituencies. (b) Any Partner that becomes aware that the Purchaser is unable to maintain, or is expected to lose, for any reason, its status as a domestically controlled qualified investment entity, shall promptly notify SAFANAD and, in such case, notwithstanding anything to the contrary in this Agreement: (a) SAFANAD shall be permitted to Transfer all or part of its interest in the Investment Partnership to an Affiliate of SAFANAD to protect itself from any adverse impact relating to the same, and the transferee of such interest shall be admitted as a substituted Limited Partner and shall succeed to all the rights and obligations of SAFANAD under to this Agreement, and (b) the Parties shall negotiate in good faith to restructure the Purchaser and/or Investment Partnership or protect SAFANAD from any adverse impact relating to the same; in each case provided, that such Transfer or restructuring would not result in an adv...
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Certain Tax Issues. The exact manner of the ------------------ contribution of each Liberty Media Group Asset by Liberty Media Corporation, Stockholder, AGI and Liberty AGI to Liberty Media Group LLC (i.
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Certain Tax Issues. (a) Seller shall, at Buyer's reasonable request, provide such information relating to the A/V Business in its possession as Buyer reasonably deems necessary for the purposes of preparing tax returns Buyer files with respect to periods after the Closing. (b) Seller shall prepare or cause to be prepared, and shall file or cause to be filed, all tax returns for Seller for all periods ending on or prior to the Closing Date which are due after the Closing Date and Seller shall pay, or cause to be paid, all taxes required to be paid in connection therewith. Such tax returns shall be prepared in a manner consistent with past practices.
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Certain Tax Issues. The Purchaser has not incurred any material Federal or state tax obligations that are not the subject of or disclosed in the Plan of Reorganization.
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Certain Tax Issues. GS shall have received an opinion from its counsel, Sull▇▇▇▇ & ▇rom▇▇▇▇, ▇▇at the Overall Transaction shall be treated as a loan for federal income tax purposes.
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Certain Tax Issues. Notwithstanding anything to the contrary in this Agreement (including, without limitation, Section 6.14), on or prior to the date that is eleven months after the Closing Date, Sellers shall, at Sellers’ sole cost and expense (less any net Tax overpayment made collectively by the Purchased Companies and their Subsidiaries for time periods commencing after August 13, 2003 and prior to the Effective Time, but without duplication under Section 6.14(d)), cause the Tax issues set forth in Schedule 6.16 to be cured as further described in such Schedule.
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Certain Tax Issues 
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Related to Certain Tax Issues

  • Certain Tax Matters During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to (A) timely file all material tax returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (B) timely pay all material taxes due and payable; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all taxes payable but not yet due; (D) promptly notify Parent of any material suit, claim, action, investigation, audit or similar proceeding (collectively, “Actions”) pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of tax and not settle or compromise any tax liability in excess of $10 million for individual claims, or $50 million in the aggregate, without Parent’s prior written consent, which shall not be unreasonably withheld; (E) not make any material tax election, other than with Parent’s prior written consent or other than in the ordinary course of business consistent with past practice; and (F) cause all existing tax sharing agreements, tax indemnity agreements and similar agreements, arrangements or practices to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any tax returns described in this Section 4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company and in a manner that does not distort taxable income, including by deferring income or accelerating deductions. The Company shall notify Parent upon the filing of any such material tax return and shall make such tax returns available to Parent.

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.