Tax Matters Regarding Warrants Sample Clauses

Tax Matters Regarding Warrants. The Loan Parties, the Agents and the Lenders agree (b) that the Term Loans are intended to be debt for U.S. federal income Tax purposes, (c) that the Term Loans are not governed by the rules set out in Treasury Regulations Section 1.1275-4, (d) that the aggregate purchase price of the Warrants acquired by the Lenders (or their designees) is equal to $1,963,419, and that the Borrowers and the Lenders shall make all determinations pursuant to Sections 1272 and 1273 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder consistent with such allocation of purchase price to the Warrants, and (e) not to file any tax return, report or declaration inconsistent with the foregoing. The inclusion of this Section 2.13 is not an admission by any Lender that it is subject to United States taxation.
Sample 1
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Tax Matters Regarding Warrants. The Loan Parties, the Agents and the Lenders agree (a)that the Term Loans are intended to be debt for U.S. federal income Tax purposes, (a) that the Term Loans are not governed by the rules set out in Treasury Regulations Section 1.1275-4, (a)that the aggregate purchase price of the Warrants acquired by the Lenders (or their designees) on November 8, 2018 is equal to $1,963,419, and that the Borrowers and the Lenders shall make all determinations pursuant to Sections 1272 and 1273 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder consistent with such allocation of purchase price to the Warrants, (a) that the Seventh Amendment Warrants will have a value of $670,600 and (a) not to file any tax return, report or declaration inconsistent with the foregoing. The inclusion of this Section 2.13 is not an admission by any Lender that it is subject to United States taxation.
Sample 1

Related to Tax Matters Regarding Warrants

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Certain Post Closing Matters (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • After-Acquired Shares All of the provisions of this Agreement shall apply to all of the shares of capital stock of Company now owned or which may be issued to or acquired by a Stockholder in consequence of any additional issuance (including, without limitation, by exercise of an option or any warrant), purchase, exchange, conversion or reclassification of stock, corporate reorganization, or any other form of recapitalization, consolidation, merger, stock split or stock dividend, or which are acquired by a Stockholder in any other manner.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

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