Additional Tax Representations. By executing this Purchase Agreement, the Purchaser understands and acknowledges that (i) the Company (or any other Sponsoring Party) may be required to provide the identities of the Purchaser’s direct and indirect beneficial owners to a governmental entity, and (ii) the Purchaser hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the Company from compliance with the foregoing and otherwise with applicable law as described in this Section 4.
Additional Tax Representations. The Company has never entered into any Contract or maintained any Company Benefit Arrangement that could give rise to payments with respect to the performance of services that are nondeductible under Sections 162(m), 404 or 280G of the Code or subject to the excise Tax under Section 4999 of the Code, and neither the execution of this Agreement nor the consummation of the transactions contemplated hereby could (either alone or upon occurrence of any additional event) (i) result in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director, consultant, independent contractor or other service provider of the Company or any of its ERISA Affiliates; (ii) result in the forgiveness of any indebtedness or (iii) limit the right of the Company or any of its ERISA Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Arrangement or related trust. There is no Company Benefit Arrangement or other Contract by which the Company is bound to compensate any employee of the Company or other service provider of the Company for any excise Tax or related interest or penalty paid pursuant to Section 4999 of the Code.
Additional Tax Representations. By executing this Subscription Agreement, the Investor understands and acknowledges that (i) the General Partner (or any other Sponsoring Party) may be required to provide the identities of the Investor’s direct and indirect beneficial owners to a governmental entity, and (ii) the Investor hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the General Partner from compliance with the foregoing and otherwise with applicable law as described in this Section 4.
Additional Tax Representations. Except as set forth in the Pac Rim ------------------------------ Disclosure Letter:
(i) There are no liens for Taxes (other than for Taxes not yet delinquent upon the assets of Pac Rim).
(ii) Pac Rim has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code, nor has Pac Rim or any present or former Subsidiary of Pac Rim, or any predecessor or affiliate of any of them, become liable (whether by contract, as transferee or successor, by law or otherwise) for the Taxes of any other person or entity under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law.
(iii) Pac Rim has not made, requested or agreed to make, nor is it required to make, any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise for any taxable year.
(iv) Pac Rim is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code or would require payment of any amount as to which a deduction may be denied under Section 162(m) of the Code.
(v) Pac Rim is not a party to any joint venture, partnership, or other arrangement or contract which could be treated as a partnership for federal, state, local or foreign Tax purposes.
(vi) Pac Rim has prepared and made available to Parent all of Pac Rim's books and working papers that clearly demonstrate the income and activities of Pac Rim for the last full reporting period ending prior to the date hereof.
(vii) Pac Rim has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii).
Additional Tax Representations. The Company has never entered into any Contract or maintained any Company Benefit Arrangement that could give rise to payments with respect to the performance of services that are nondeductible under Section 280G of the Code or subject to the excise Tax under Section 4999 of the Code, and neither the execution of this Agreement nor the consummation of the transactions contemplated hereby could (either alone or upon occurrence of any additional event) (i) result in, or cause the accelerated vesting, payment or benefit to any employee, officer, director, consultant, independent contractor or other service provider of the Company or any of its ERISA Affiliates, other than as required by Section 411(d)(3) of the Code and other than distributions on account of the termination of the Company’s 401(k) plan, or (ii) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered). There is no Company Benefit Arrangement or other Contract by which the Company is bound to compensate any employee of the Company or other service provider of the Company for any excise Tax or related interest or penalty paid pursuant to Section 4999 of the Code.
Additional Tax Representations. (i) Neither of the Transferred Companies is party to any formal or informal Tax-sharing, allocation, indemnity or similar agreement or arrangement (whether written or unwritten) that will be in effect following the Closing; and each Transferred Company is in compliance in all material respects with respect to all backup withholding and information reporting requirements in the Code and the regulations thereunder, including, but not limited to, the proper and timely filing of all Internal Revenue Service forms.
(ii) Neither of the Transferred Companies (1) is required to include in income any adjustment pursuant to Section 481(a) of the Code (or analogous provisions of state or local laws) in its current or any future taxable period by reason of a change in accounting method, (2) has knowledge that the Internal Revenue Service (or any other Governmental Authority) has proposed in writing any such change in accounting method, or (3) has an application pending with any Governmental Authority requesting permission for any change in accounting method.
(iii) Each Transferred Company has disclosed, or has had disclosed on its behalf, in its federal income Tax Returns, all positions required by law to be disclosed therein by or on behalf of such Transferred Company.
(iv) Neither of the Transferred Companies has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for Tax-free treatment under Section 355 of the Code (1) in the two (2) years prior to the date of this Agreement or (2) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code), in conjunction with this Agreement.
(v) Each of the Transferred Companies is taxable as a U.S. corporation under section 953(d) of the Code.
(vi) Since January 1, 2006, neither of the Transferred Companies has agreed to, and is required to make, any adjustment under Section 446(e) or Section 807(f) of the Code (or any analogous provisions of state or local laws), has entered into any closing agreement pursuant to Section 7121 of the Code or any other agreement with similar Tax effect, has requests for rulings, determinations or advice pending with or before any Governmental authority, or has received any such rulings or determinations.
(vii) HealthMarkets is not a foreign person within the meaning of Section 1445 of the Co...
Additional Tax Representations. By executing this Subscription Agreement, the Subscriber understands and acknowledges that (i) the Investment Manager (or any other Related Party) may be required to provide the identities of the Subscriber’s direct and indirect beneficial owners to a governmental entity, and (ii) the Subscriber hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the Fund from compliance with the foregoing and otherwise with applicable law as described in this Section 5. Furthermore, the Subscriber acknowledges and agrees that (a) the Fund may be required by applicable law, and is authorized, to withhold or pay a tax to the IRS or other applicable tax authority, (b) any amount of tax so withheld or paid with respect to the Subscriber shall be treated as distributed to the Subscriber, and (c) the Subscriber agrees to repay such amount to the Fund if required.
Additional Tax Representations. (a) The assets transferred to Forte pursuant to the Merger will represent at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value held by Merger Sub immediately prior to the Merger. In addition, at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by Forte immediately prior to the Merger will continue to be held by Forte immediately after the Merger. For the purpose of determining the percentage of Forte's and Merger Sub's net and gross assets held by Forte immediately following the Merger, the following assets will be treated as property held by Merger Sub or Forte, as the case may be, immediately prior to but not subsequent to the Merger: (i) assets used by Forte or Merger Sub (other than assets transferred from Genesys to Merger Sub for such purpose) to pay shareholders perfecting dissenters' rights or other expenses or liabilities incurred in connection with the Merger and (ii) assets used to make distributions, redemptions or other payments in respect of stock of Forte (except for regular, normal distributions) or in respect of rights to acquire such stock (including payments treated as such for tax purposes) that are made in contemplation of the Merger or that are related thereto.
(b) Other than in the ordinary course of business or pursuant to its obligations under the Agreement, Forte has made no transfer of its assets (including any distribution of assets with respect to, or in redemption of, stock) in contemplation of this Merger or during the period beginning with the commencement of the negotiations (whether formal or informal) with Genesys regarding the Merger and ending at the Effective Time.
(c) The Merger is being undertaken by Forte for valid business purposes and not for the purpose of tax avoidance, and the terms of the Merger are the product of arm's length negotiations.
(d) In the Merger, shares of Forte Common Stock representing "Control" of Forte will be exchanged solely for shares of voting Genesys Common Stock. For purposes of this paragraph, shares of Forte Common Stock exchanged in the Merger for cash and other property (including, without limitation, cash paid to shareholders of Forte perfecting dissenters' rights or in lieu of fractional shares of Genesys Common Stock) originating with Genesys will be treated as shares of Forte Common Stock outstand...
Additional Tax Representations. Neither Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (1) change in method of accounting for a taxable period ending on or prior to the Closing Date; (2) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of Applicable Law) executed on or prior to the Closing Date; (3) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of Applicable Law); (4) installment sale or open transaction disposition made on or prior to the Closing Date; (5) election under Section 108(i) of the Code (or any comparable provisions of Applicable Law); or (6) prepaid amount received or paid on or prior to the Closing Date.
Additional Tax Representations. None of the Acquired Companies has ever entered into any Contract or maintained any Company Benefit Arrangement that could give rise to payments with respect to the performance of services that are nondeductible under Sections 162(m), 404 or 280G of the Code or subject to the excise Tax under Section 4999 of the Code, and neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon occurrence of any additional event) result in the payment of any amount that could, individually or in combination with any other payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). There is no Company Benefit Arrangement or other Contract by which any of the Acquired Companies is bound to compensate any employee of such Acquired Company or other service provider of such Acquired Company for excise Taxes paid pursuant to Section 4999 of the Code.
