Tax Covenant Sample Clauses
A Tax Covenant is a contractual provision that allocates responsibility for tax liabilities between parties, typically in the context of a business sale or acquisition. It outlines which party is liable for taxes arising before and after the transaction date, and may require one party to reimburse the other for certain tax payments or losses. This clause ensures that unexpected tax burdens are fairly distributed and prevents disputes over tax obligations after the deal is completed.
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Tax Covenant. 20 14.2 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 14.3
Tax Covenant. The parties intend that the transactions contemplated by this Agreement will qualify as a reorganization within the meaning of Section 368(a) of the Code. The tax returns (and schedules thereto) of Shareholders, Company and Pentegra shall be filed in a manner consistent with such intention and Shareholders and Pentegra shall each provide the other with such tax information, reports, returns or schedules as may be reasonably required to assist the other in so reporting the transactions contemplated hereby.
Tax Covenant. The provisions of Schedule 6 apply in this agreement in relation to Taxation.
Tax Covenant. The provisions of Schedule 5 apply in this agreement.
Tax Covenant. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project, or the proceeds of any series of the Bonds, including any amounts treated as proceeds of the Bonds for any purpose of Section 103 of the Code, which will result in the loss of the exclusion of interest on any series of Bonds from gross income for Federal income tax purposes under Section 103 of the Code (except for any Bond during any period while any such Bond is held by a person referred to in Section 147(a) of the Code). This provision shall control in case of conflict or ambiguity with any other provision of this Participation Agreement. In furtherance of such covenant and agreement as it relates to the Bonds, the Authority and the Company have entered into the Tax Regulatory Agreement and the Company hereby covenants and agrees to comply with the provisions thereof.
Tax Covenant. Reserved.
Tax Covenant. The parties intend that the transactions contemplated by this Agreement, together with the transactions contemplated by the Other Agreement and the Initial Public Offering, will qualify as an exchange meeting the requirements of Section 351 of the Code. The tax returns (and schedules thereto) of Dentist and Pentegra shall be filed in a manner consistent with such intention and Dentist and Pentegra shall each provide the other with such tax information, reports, returns or schedules as may be reasonably required to assist the other in so reporting the transactions contemplated hereby.
Tax Covenant. The Company covenants and agrees that it shall at all times do and perform all acts and things permitted by law and this Agreement and the Indenture that are necessary in order to assure that interest paid on the Bonds (or any of them) will be excluded from gross income of the Holders for federal income tax purposes and shall take no action that would result in such interest not being excluded from gross income for federal income tax purposes. Without limiting the generality of the foregoing, the Company agrees to comply with the provisions of the Tax Agreement, which are hereby incorporated herein. This covenant shall survive payment in full or defeasance of the Bonds. Notwithstanding this Section 5.8 or anything in this Agreement, the Indenture or the Tax Agreement to the contrary, the Company shall not be required to take any action to oppose or promote the adoption or implementation of legislative or regulatory changes that could affect the excludability of interest paid on the Bonds from gross income of Holders, and any failure of interest on the Bonds to be excluded from gross income of a Holder that arises out of a Holder’s status or financial condition (rather than an action of the Company) shall not be deemed to breach this Section 5.8 or any provision of this Agreement, the Indenture or the Tax Agreement.
Tax Covenant. CCC, Newco and the Company shall treat the Merger for income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and any comparable state or local tax statute.
Tax Covenant. The Recipient agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project which would result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code.