No Closing Date Tax Actions Sample Clauses

No Closing Date Tax Actions. Neither Buyer nor its Affiliates (including Intermediate LLC, the Company and the Subsidiaries after the Closing) shall cause to be made any extraordinary transaction or event on the Closing Date that could result in any increased Tax Liability for which Seller would be responsible (through payment, indemnification pursuant to this Agreement, or otherwise); provided, however, that Buyer, at its sole discretion, shall be permitted to make elections under Section 338(g) of the Code with respect to Argotec Asia and Argotec GmbH.
Sample 1
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No Closing Date Tax Actions. Neither Parent nor any of its Affiliates shall cause to be made any extraordinary transaction or event on the Closing Date that would result in any increased Tax liability for which the OP Indemnifying Parties would be required to provide indemnification pursuant to this Agreement. Neither Parent nor any of its Affiliates shall cause to be filed any election under Section 338 of the Code with respect to the Transactions contemplated hereby.
Sample 1
No Closing Date Tax Actions. Buyer shall not make or cause to be made any election pursuant to Section 338 or 336(e) of the Code with respect to the transactions contemplated by this Agreement, or otherwise cause any extraordinary transaction, event, or effect as of the Closing Date (other than such transactions contemplated by this Agreement) that would result in any increased Tax liability for which the Sellers would be required to provide indemnification or otherwise bear pursuant to this Agreement or otherwise.
Sample 1
No Closing Date Tax Actions. Neither Buyer nor any of its Affiliates shall cause to be made any extraordinary transaction or event on the Closing Date that would reasonably be expected to result in any increased Tax Liability for which Seller would be required to provide indemnification or otherwise bear pursuant to this Agreement. Neither Buyer nor any of its Affiliates shall make or cause to be made any election under Sections 338 or 336(e) of the Code, or any similar provision of state, local or foreign Law, or cause any transaction or Tax accounting to be undertaken that would have a similar impact on the Company, Seller, and its Affiliates with respect to the transactions contemplated by this Agreement.
Sample 1
No Closing Date Tax Actions. No Buyer or any of its Affiliates shall cause to be made any extraordinary transaction or event on the Closing Date that would reasonably be expected to result in any increased Tax Liability for which any Seller would be required to provide indemnification or otherwise bear pursuant to this Agreement, except as required by applicable Law. Except as provided in this Agreement, no Buyer or any of its Affiliates shall make or cause to be made any election under Section 336(e) of the Code, or any similar provision of state, local or foreign Law, with respect to the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Sellers’ Representative will consider in good faith a written request delivered by US Buyer to the Sellers’ Representative at least five Business Days prior to the Closing to implement an election filed with the Internal Revenue Service to treat Trillium Germany and/or Trillium Australia as a disregarded entity for US federal income tax purposes as of a date no later than the last Business Day prior to the Closing Date. Buyers may make an election under Section 338(g) of the Code (including a protective election) with respect to the purchase and sale of Trillium UK, Trillium Germany and/or Trillium Australia; provided, that any such election or elections made pursuant to this sentence shall only be made with the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed.
Sample 1
No Closing Date Tax Actions. Aemetis shall not cause to be made any extraordinary transaction or event on the Closing Date that would result in any increased Tax liability for the Pre-Closing Tax Period. Aemetis shall not cause to be filed any election under Section 338 of the Code with respect to the transactions contemplated hereby.
Sample 1

Related to No Closing Date Tax Actions

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • Pre-Closing Actions 4.1. Between the Completion Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Seller shall:

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Additional Closings Section 3.2 is hereby deleted in its entirety and the following is substituted therefor: "The sale and purchase of the Series B-I Debentures to be purchased by Purchaser shall occur at closings (the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser an Officer's Certificate and a Secretary's Certificate dated the Additional Closing Date in a form reasonably acceptable to Purchaser's counsel."

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