Filings and Authorizations; Taxes Sample Clauses

Filings and Authorizations; Taxes. CoMed and the Shareholders, on the one hand, and DHT and Newco, on the other, shall file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied by Law to effectuate the consummation of the Contemplated Transactions. CoMed and the Shareholders, on the one hand, and DHT and Newco, on the other, shall cooperate with each other in connection with such filings and furnish each other with copies of such filings and any correspondence received from any Governmental Body in connection therewith. The Shareholders will pay when due all Taxes imposed upon them or CoMed by Law arising out of the Contemplated Transactions. DHT will pay when due all Taxes imposed upon it or Newco by Law arising out of the Contemplated Transactions. CoMed and the Shareholders, on the one hand, and DHT and Newco, on the other, as promptly as practicable, shall make, or cause to be made, all filings and submissions under such Laws as are applicable to them or to their respective Affiliates, as may be required for them to consummate the Contemplated Transactions in accordance with the terms of this Agreement and shall furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which DHT or the Requisite Shareholders, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Law. If DHT or Newco realizes a reduction in its Taxes (the "Tax Reduction") for a taxable period ending after the Closing Date because it claims a deduction, credit, reduction of income or other Tax allowance solely as a result of an adjustment to CoMed's or Shareholders' taxable income in any period through the Closing Date where such an adjustment resulted in payment by Shareholders to DHT or Newco under Section 6.2(a), DHT and/or Newco shall pay to the Shareholders an amount equal to the lesser of: (i) the amount paid by Shareholders to DHT or Newco pursuant to Section 6, or (ii) the Tax Reduction. Any payment by DHT or Newco to Shareholders hereunder shall be made within 30 days of the filing of the tax return to which the Tax Reduction relates or, in the case of a Tax Reduction realized by way of refund by a Taxing Authority, within 30 days of Newco's or DHT's receipt of the refund. Any refunds or credits of Taxes of CoMed incurred during any taxable period ending on or before the Closing Date that are not ...
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Related to Filings and Authorizations; Taxes

  • Filings and Authorizations The parties hereto shall cooperate and use their respective best efforts to make, or cause to be made, all registrations, filings, applications and submissions, to give all notices and to obtain all governmental or other third party consents, transfers, approvals, Orders and waivers necessary or desirable for the consummation of the Contemplated Transactions in accordance with the terms of this Agreement including without limitation the preparation of any SEC Documents required to be filed with the SEC in connection with the transactions contemplated by this Agreement; and shall furnish copies thereof to each other party prior to such filing and shall not make any such registration, filing, application or submission to which Buyer or the Company, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Law. The parties hereto also agree to furnish each other with copies of such filings and any correspondence received from any Governmental Body in connection therewith.

  • Consents and Authorizations Borrower has obtained all consents and authorizations required pursuant to its Contractual Obligations with any other Person, and shall have obtained all consents and authorizations of, and effected all notices to and filings with, any Governmental Authority, as may be necessary to allow Borrower to lawfully execute, deliver and perform its obligations under the Loan Documents.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Licenses, Permits and Authorizations The related Mortgagor has represented in the related Mortgage Loan documents that, and to the actual knowledge of the Seller, as of the date of origination of such Mortgage Loan, all material licenses, permits and authorizations then required for use of the related Mortgaged Property by such Mortgagor, the related lessee, franchisor or operator have been issued and were valid and in full force and effect.

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as now being conducted.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under its Note, if any, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 7.06, the provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party.

  • Required Authorizations BUYER shall obtain and procure all necessary corporate and other approvals and authorizations, if any, required on its part to enable it to fully perform all obligations imposed on it hereunder which must be performed by it at or prior to the Closing.

  • Power and Authority; Authorization Debtor has the power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Liens and security interests on the Collateral pursuant to, this Agreement and has taken all necessary action to authorize its execution, delivery and performance of, and grant of the Liens and security interests on the Collateral pursuant to, this Agreement.

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