TAVA definition
Examples of TAVA in a sentence
TAVA has previously delivered to Real Holdings true and complete copies of each written Tax allocation or sharing agreement and a true and complete description of each unwritten Tax allocation or sharing arrangement affecting TAVA.
TAVA shall use all reasonable efforts to have the Proxy Statement cleared as promptly as practicable by the Commission.
Except for statutory liens for current Taxes not yet due, no material liens for Taxes exist upon the assets of TAVA.
Any judicial proceeding by TAVA against Real or Real Holdings or any affiliate thereof or by Real or Real Holdings against TAVA or any affiliate of TAVA involving, directly or indirectly, any matter arising out of or related to this Agreement shall be brought only in a state or Federal court located in the United States.
There is no claim against TAVA for any Taxes, and no assessment, deficiency or adjustment has been asserted or proposed with respect to any Tax Return of or with respect to TAVA other than those disclosed (and to which are attached true and complete copies of all audit or similar reports) in Section 2.11 of the TAVA Disclosure Schedule or which could not reasonably be expected to have a Material Adverse Effect on TAVA.
Schedule 2.21.2 provides a list of each Current TAVA Employee Benefit Plan.
TAVA has received a written opinion of Prudential Securities Inc., dated as of the date hereof, for inclusion in the Proxy Statement to the effect that the consideration to be paid by Real Holdings pursuant to this Agreement is fair to the stockholders of TAVA from a financial point of view.
There have also been made available to Real Holdings and Merger Sub (i) the most recent report on Form 5500 and the summary plan description for each Current TAVA Employee Benefit Plan required to file such report or provide such description and (ii) the most recent favorable determination letter from the Internal Revenue Service with respect to each Current TAVA Employee Benefit Plan intended to be qualified within the meaning of section 401(a) of the Code.
Call and hold a meeting of stockholders of TAVA within 45 days after the Commission has indicated that it has no further comments on the Proxy Statement for the purpose of considering and acting upon a proposal to adopt the Plan of Merger.
TAVA hereby expressly waives any and all claims for damages or compensation arising under this Agreement.