Tax Covenants and Agreements Sample Clauses

Tax Covenants and Agreements. Each of the Parties (or, if otherwise specified, each of the Parties so specified) hereby agrees and covenants with respect to itself only, severally but not jointly, to each of the other Parties that solely for United States federal, state and local income tax law purposes:
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Tax Covenants and Agreements. (a)(i) The Parent shall prepare, or cause to be prepared, all Tax Returns for the Company for taxable periods ending on or before the Closing Date required to be filed after the Closing Date; (ii) the Parent shall file such Tax Returns no later than the due dates thereof, as such dates may be extended; and (iii) without limiting the Buyer’s obligations set forth in Section 6.1(c), the Parent shall pay, or cause to be paid, all Taxes shown as due on such Tax Returns.
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Tax Covenants and Agreements. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by CEN when due. CEN shall, at its expense, timely file any Tax Return or other document with respect to such Taxes or fees (and CSOC shall cooperate with respect thereto as necessary).
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Tax Covenants and Agreements. (a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by HSH when due. HSH shall, at its expense, timely file any Tax Return or other document with respect to such Taxes or fees (and HSMG shall cooperate with respect thereto as necessary).
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Tax Covenants and Agreements. (a) Tax Representations. Except as disclosed on Schedule 12.2, (i) all U.S. federal, and all material state, local, and foreign, Tax Returns required to be filed by or with respect to Seller and the members of the Pinnacle Constituent Parties (collectively, the "PNG Group") as of the date hereof have been properly prepared and timely filed, (ii) all U.S. federal, and all material state, local, and foreign, Taxes owed by members of the PNG Group which are due and payable have been timely paid in full, (iii) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, (iv) all Tax collection, withholding and deposit or remittance requirements imposed on or with respect to the members of the PNG Group have been satisfied in full in all respects, (v) there are no mortgages, pledges, Liens, encumbrances, charges or other security interests on any of the assets of the members of the PNG Group that arose in connection with any failure (or alleged failure) to pay any Tax; (vi) there is no claim against members of the PNG Group for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing, or to the Seller's Knowledge, with respect to any Tax Return of or with respect to any of the members of the PNG Group, and (vii) there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to the members of the PNG Group or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to the members of the PNG Group.
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Tax Covenants and Agreements. (a) With respect to any Consolidated Return and any Tax Return covering a Pre-Closing Tax Period with respect to either Company, Parent will cause such Tax Return to be prepared at Parent’s expense. Not later than 30 days prior to the due date (including any extension) for the filing of each such Tax Return (other than a Consolidated Return) (i) Parent will deliver a copy of such Tax Return to Buyer for its review and consent and (ii) not later than five days prior to the due date for the payment of Tax with respect to each such Tax Return, Parent will pay to Buyer the amount of any Indemnified Tax Losses with respect to any Tax Return.
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Tax Covenants and Agreements 
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Related to Tax Covenants and Agreements

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Covenants and Agreements Each Grantor hereby covenants and agrees as follows:

  • Performance of Covenants and Agreements The Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Transaction Documents.

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants and Agreements of the Parties The Parties agree to the following covenants:

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Covenants and Agreements of Buyer Buyer covenants and agrees with Seller as follows:

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

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