CERTAIN TAX RELATED AGREEMENTS Sample Clauses

CERTAIN TAX RELATED AGREEMENTS. [*] -------- * Confidential 41
Sample 1
AutoNDA by SimpleDocs
CERTAIN TAX RELATED AGREEMENTS. Borrower covenants that absent a Change in U.S. Tax Law and provided Lender has complied with the applicable requirements of Section 2.7(d), it will not withhold (or instruct any other party to withhold) any U.S. Withholding Taxes on payments made to Lender pursuant to the Operative Agreements, provided, however, Borrower may withhold (or instruct any other party to withhold) (A) if Borrower receives an opinion of counsel reasonably satisfactory to Lender that, due to a change in the underlying facts of the Lender or its method of doing business, withholding is required by applicable Law or (B) pursuant to a request by an appropriate Government Entity or (C) if Borrower has Actual Knowledge or reason to know that the information or certifications furnished by or for the Lender in accordance with Section 2.7(d) are incorrect or unreliable and if, based on such knowledge or reason to know, the Borrower would be required to withhold under the Code. Notwithstanding the foregoing, Borrower covenants not to withhold in accordance with (A) or (B) above unless (i) it has given Lender written notification of its intention so to withhold at least 60 days prior to the date of the payment with respect to which Borrower intends to withhold (or, with respect to (B) above, if later, within 3 days after Borrower becomes aware of such obligation to withhold but in any event prior to the date of such payment), and (ii) Lender has failed to provide, prior to the date of such payment, a properly executed IRS Form W‑8BEN or other applicable form otherwise establishing Lender’s right to exemption from U.S. Withholding Tax under applicable Law, provided that Borrower may withhold despite the receipt of such a form, if Borrower has Actual Knowledge or reason to know that the information or certifications furnished by or for the Lender on such form are incorrect or unreliable and if, based on such knowledge or reason to know, the Borrower would be required to withhold under the Code. Borrower represents to the Lender that, as of the Document Closing Date, it does not have Actual Knowledge or reason to know that the information or certifications furnished by or for the Lender on IRS form W‑8EXP are incorrect or unreliable.
Sample 1

Related to CERTAIN TAX RELATED AGREEMENTS

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • 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.

  • Certain Tax Consequences In the event that the Executive becomes entitled to the payments and benefits described in this Section 5 (the "Severance Benefits"), if any of the Severance Benefits will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of an Excise Tax on the Severance Benefits and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 5, shall be equal to the Severance Benefits. For purposes of determining whether any of the Severance Benefits will be subject to the Excise Tax and the amount of such Excise Tax,

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • 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 the Acquiror Principal Shareholder when due, and the Acquiror Principal Shareholder will, at their 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, the Acquiree will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Transactional Agreements Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • 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.

  • Certain Tax Considerations .... 4 Originally Anticipated Term of the Partnership; General Policy Regarding Sales and Refinancings of Partnership Properties; Alternatives........................................... 4 Conditions..................................................................................................

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

Time is Money Join Law Insider Premium to draft better contracts faster.