Other Tax Covenants. 7.7.1 Without the prior written consent of Purchaser, neither the Sellers nor any Affiliate of any the Sellers shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Tax Liability of the Purchaser, of the Company or any Affiliate of Purchaser.
Other Tax Covenants. In consideration of the acceptance and execution of the Purchase Agreement by the Trustee and the purchase by the Owners, from time to time, and in consideration of retaining the exclusion of the portion of each Payment denominated as and comprising interest pursuant to the Purchase Agreement and received by the Owners for federal income tax purposes, the City shall, from time to time, neither take nor fail to take any action, which action or failure to act is within its power and authority and would result in such portion of each such Payment becoming subject to inclusion in gross income for federal income tax purposes under either laws existing on the date of execution of the Purchase Agreement or such laws as they may be modified or amended or tax laws later adopted. The City shall comply with such requirement(s) and will take any such action(s) as are necessary to prevent such portion of each such Payment from becoming subject to inclusion in gross income for federal income tax purposes. Such requirements may include but are not limited to making further specific covenants; making truthful certifications and representations and giving necessary assurances; complying with all representations, covenants and assurances contained in certificates or agreements required by any Special Counsel’s Opinion; to pay to the United States of America any required amounts representing rebates of arbitrage profits relating to the Obligations; filing forms, statements and supporting documents as may be required under the federal tax laws; limiting the term of and yield on investments made with moneys held pursuant to this Trust Agreement and limiting the use of the proceeds of the Obligations and property financed thereby.
Other Tax Covenants. (a) In the case of any Overlap Period, the amount of any Taxes of the Partner Company based upon or measured by net income or gross receipts which related to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of the Partner Company as of the Effective Time (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Partner Company holds a beneficial interest shall be deemed to terminate at such time). The amount of Taxes other than Taxes of the Partner Company based upon or measured by net income or gross receipts for an Overlap Period which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Taxable period ending at the Effective Time and the denominator of which is the number of days in such Overlap Period.
Other Tax Covenants. (a) (i) All powers of attorney, if any, granted by Sellers with respect to Taxes relating to any of the Assets or the GmbH Subsidiary shall be revoked as of the Closing Date.
Other Tax Covenants a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records.
Other Tax Covenants. 33 Conflict .....................................................................34 Article VIII - Definitions....................................................34
Other Tax Covenants. In consideration of the acceptance and execution of the Purchase Agreement by the Trustee and the purchase by the Owners of the Obligations, and in consideration of retaining the exclusion of the portion of each Payment denominated as and comprising interest pursuant to the Purchase Agreement and received by the Owners of the Obligations for federal income tax purposes, the City shall, from time to time, neither take nor fail to take any action, which action or failure to act is within its power and authority and would result in such portion of each such Payment becoming subject to inclusion in gross income for federal income tax purposes under either laws existing on the date of execution of the Purchase Agreement or such laws as they may be modified or amended or tax laws later adopted. The City shall comply with such requirement(s) and will take any such action(s) as are necessary to prevent such portion of each such Payment from becoming subject to inclusion in gross income for federal income tax purposes. Such requirements may include but are not limited to making further specific covenants; making truthful certifications and representations and giving necessary assurances; complying with all representations, covenants and assurances contained in certificates or agreements required by any Special Counsel’s Opinion; to pay to the United States of America any required amounts representing rebates of arbitrage profits relating to the Obligations; filing forms, statements and supporting documents as may be required under the federal tax laws; limiting the term of and yield on investments made with moneys held pursuant to this Trust Agreement and limiting the use of the proceeds of the Obligations and property financed thereby.
Other Tax Covenants. At all times, the District will comply with the terms and covenants set forth in the [Senior Lien] Indenture. The District will not take or omit any action over which it has control, which action or omission would impair the exclusion of interest on the Series 2020 Note from the gross income of Lender for federal income tax purposes (subject to alternative minimum tax).
Other Tax Covenants. (a) The Purchaser covenants that without obtaining the prior written consent of the Sellers (which consent will not be unreasonably withheld, conditioned or delayed) it will not, and will not cause or permit the Company or any Affiliate of the Purchaser or the Company to make or change any material Tax election, amend any Tax Return, take any Tax position on any Tax Return, or compromise or settle any Tax liability, in each case if such action applies to periods prior to the Closing Date.
Other Tax Covenants. ARTICLE IX SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS * 9.01 Survival of Representations, Warranties, Covenants and Agreements. * ARTICLE X INDEMNIFICATION *
