Tax Related Covenants. Without the prior written consent of the Purchaser, neither the Company nor any of its Subsidiaries shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company or any of its Subsidiaries for any period ending after the Closing Date or decreasing any Tax attribute of the Company or any of its Subsidiaries existing on the Closing Date.
Tax Related Covenants. (a) Target will and shall cause Hexalon to continue to qualify Hexalon as a REIT under the Code. Target shall comply with all requirements for treatment as a BI under Article 28 of the Netherlands Corporate Income Tax Act of 1969, as amended, through September 1, 2002.
Tax Related Covenants. Absent a change in Law or a contrary determination (as defined in Section 1313(a) of the Code), the Investor and the Company shall not (A) for any United States federal income Tax reporting or withholding Tax purposes treat the (I) the Series A Preferred Stock as "preferred stock" for purposes of Sections 305(b)(4) and 305(c) of the Code and the Treasury Regulations promulgated thereunder or (II) the Series A Preferred Stock as receiving a taxable dividend with respect to a dividend paid in kind or for any dividend that accrued but remains unpaid for purposes Section 305 of the Code and Treasury Regulation promulgated thereunder or (B) take any other Tax position that would result in the Series A Preferred Stock having a taxable dividend for United States federal income Tax purposes solely on account of any accrual of a dividend or a dividend paid in kind.
Tax Related Covenants. The Company will use its reasonable best efforts to continue to be organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2013 and thereafter, subject to any future determination by the Company’s board of directors in accordance with the Stockholders Agreement that it is no longer in the Company’s best interests to qualify as a REIT.
Tax Related Covenants. (a) Each Party covenants and agrees with and in favour of each other Party that: (i) it and any successor thereto will not, on or before the Effective Date, perform any act or enter into any transaction or permit any transaction within its control to occur that could reasonably be considered to interfere or be inconsistent with the Tax Rulings; (ii) neither it nor any successor thereto will perform any act or enter into any transaction or permit any transaction, in each such case, within its control to occur that would cause EnCana or any Affiliate of EnCana that is a corporation to cease to be a Specified Corporation on or prior to the Effective Date, except as contemplated herein or in the Tax Rulings or Rulings Applications; and (iii) it and any successor thereto will fulfill, and will cause any Person Controlled, after the Effective Date, by it, to fulfill, all representations or undertakings provided by it, or on its behalf and made with its knowledge and consent, in the Rulings Applications or otherwise provided in writing to the CRA, the IRS or tax counsel in connection with the Tax Rulings.
Tax Related Covenants. Absent a change in Law or Internal Revenue Service practice or a contrary determination (as defined in Section 1313(a) of the Code) the Investor and the Company agree not to treat the Preferred Shares as “preferred stock” within the meaning of Section 305 of the Code and Treasury Regulation Section 1.305 -5 for United States federal income Tax reporting and withholding Tax purposes and shall not take any Tax position inconsistent with such treatment.
Tax Related Covenants. (a) BHC and B+L shall: (i) not, on or before the Effective Date, take or perform or fail to take or perform any act, including entering into any transaction or permitting any act or transaction within its control to be taken or performed or to occur, that, in each case, could reasonably be considered to interfere or be inconsistent with the Tax Ruling; (ii) not take or perform or fail to take or perform any act, including entering into any transaction or permitting any act or transaction within its control to be taken or performed or to occur, in each case, that would cause BHC to cease to be a Specified Corporation on or prior to the Effective Date, except as specifically contemplated by this Agreement and in the Tax Ruling; and (iii) fulfill all representations and undertakings provided by it (or by any of its subsidiaries), or on its behalf (or on behalf of any of its subsidiaries) with its knowledge and consent, in the Tax Ruling.
Tax Related Covenants. The Company agrees to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of amounts held under this Escrow Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent in any such payment or other activities under this Escrow Agreement. The Company undertakes to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Escrow Agreement. The Company agrees to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including, without limitation, the withholding or deduction or the failure to withhold or deduct the same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of this Escrow Agreement, including costs and expenses (including reasonable legal fees and expenses), interest and penalties. The foregoing indemnification shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
Tax Related Covenants. (a) The Company and the Investor acknowledge and agree that it is intended that Treasury Regulations Section 1.305-5(b)(1) shall not apply to the Converted Preferred Shares in accordance with Treasury Regulation Section 1.305-5(b)(3), and accordingly, except to the extent otherwise required by a binding change in Law after the date hereof, a contrary “determination” (as defined in Section 1313(a) of the Code) or, subject to the Company’s compliance with the last sentence of Section 8.4(f), a contrary determination by a relevant Governmental Authority upon the conclusion of a Tax Proceeding (and, if such determination is appealed by the Company, the conclusion of any related appeals process within such Governmental Authority), the Company agrees not to treat any excess of the Liquidation Preference (as defined in the Series A Certificate of Designations) over the amount of the Purchase Price attributable to the Converted Preferred Shares as a “redemption premium” treated as a constructive distribution (or series of constructive distributions) under Section 305(c) of the Code and Treasury Regulations Section 1.305-5(b)(1).
Tax Related Covenants. (a) The Company will use its reasonable best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year that includes the Initial Closing and the Company will use its reasonable best efforts to continue to qualify for taxation as a REIT under the Code, subject to any future determination by the Company’s Board that it is no longer in the Company’s best interests to qualify as a REIT. Assuming the Opco REIT Assumption, and subject to any future determination by the Company’s Board that it is no longer in the Company’s best interests for Opco to meet the following requirements, then, with respect to the REIT in the Opco REIT Assumption, the Company will use its reasonable best efforts to cause Opco’s actual gross income, assets and method of operation to enable such REIT to meet, for its taxable year that includes the Initial Closing, and cause Opco’s proposed method of operating to enable such REIT to continue to meet, the requirements contained in Sections 856(c)(2), (c)(3) and (c)(4) of the Code with respect to its gross income and assets.
