Common use of Agency Review, Taxes and Fiduciary Liability Clause in Contracts

Agency Review, Taxes and Fiduciary Liability. None of the Employee Benefit Plans is currently under investigation, audit or review by the Department of Labor, the Internal Revenue Service or any other federal or state agency or is liable for any federal, state, local or foreign taxes. There is no transaction in connection with which the Company, any affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either (A) a civil penalty assessed pursuant to ERISA Section 502, (B) a tax imposed by Code Section 4975 or (C) liability for a breach of fiduciary responsibility under ERISA.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Urban Ag. Corp)

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Agency Review, Taxes and Fiduciary Liability. None of the -------------------------------------------- Employee Benefit Plans is currently under investigation, audit or review by the Department of Labor, the Internal Revenue Service or any other federal or state agency or is liable for any federal, state, local or foreign taxes. There is no transaction in connection with which the CompanyMSAI, any affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either (A) a civil penalty assessed pursuant to ERISA Section 502, (B) a tax imposed by Code Section 4975 or (C) liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

Agency Review, Taxes and Fiduciary Liability. None of the Employee Benefit Plans is currently under investigation, audit or review by the Department of Labor, the Internal Revenue Service or any other federal or state agency or is liable for any federal, state, local or foreign taxes. There is no transaction in connection with which the Company, any affiliate Company Affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either (A) a civil penalty assessed pursuant to ERISA Section 502, (B) a tax imposed by Code Section 4975 or (C) liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Stock Purchase Agreement (Great American Management & Investment Inc)

Agency Review, Taxes and Fiduciary Liability. None of the Employee Benefit Plans is currently under investigationaudit, audit or review or, to the best of Transferor's and Xxxxxxx'x knowledge, investigation by the Department of Labor, the Internal Revenue Service or any other federal or state agency or is liable for any federal, state, local or foreign taxes. There is no transaction in connection with which the CompanyTransferor, any affiliate Company Affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either (A) a civil penalty assessed pursuant to ERISA Section 502, (B) a tax imposed by Code Section 4975 or (C) liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Southern Electronics Corp)

Agency Review, Taxes and Fiduciary Liability. None -------------------------------------------- of the Employee Benefit Plans is currently under investigation, audit or review by the Department of Labor, the Internal Revenue Service or any other federal or state agency or is liable for any federal, state, local or foreign taxes. There is no transaction in connection with which the CompanyCTSI, any affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either (A) a civil penalty assessed pursuant to ERISA Section 502, (B) a tax imposed by Code Section 4975 or (C) liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

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Agency Review, Taxes and Fiduciary Liability. None --------------------------------------------- of the Employee Benefit Plans is currently under investigation, audit or review by the Department of Labor, the Internal Revenue Service or any other federal or state agency or is liable for any federal, state, local or foreign taxes. There is no transaction in connection with which the any Cotton Group Company, any affiliate Company Affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either (A) a civil penalty assessed pursuant to ERISA Section 502, (B) a tax imposed by Code Section 4975 or (C) liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Stock and Limited Partnership Interest Purchase Agreement (Charys Holding Co Inc)

Agency Review, Taxes and Fiduciary Liability. None of ------------------------------------------------- the Employee Benefit Plans is currently under investigation, audit audit, or review by the Department of Labor, the Internal Revenue Service Service, or any other federal or state agency or is liable for any federal, state, local local, or foreign taxes. There is no transaction in connection with which the Company, any affiliate Company Affiliate, or any fiduciary of any of the Employee Benefit Plans could be subject to either (A) a civil penalty assessed pursuant to ERISA Section 502, (B) a tax imposed by Code Section 4975 4975, or (C) liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Merger Agreement (Charys Holding Co Inc)

Agency Review, Taxes and Fiduciary Liability. None of ----------------------------------------------- the Employee Benefit Plans is currently under investigation, audit or review by the Department of Labor, the Internal Revenue Service or any other federal or state agency or is liable for any federal, state, local or foreign taxes. There is no transaction in connection with which the any Cotton Group Company, any affiliate Company Affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either (A) a civil penalty assessed pursuant to ERISA Section 502, (B) a tax imposed by Code Section 4975 or (C) liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Stock and Limited Partnership Interest Purchase Agreement (Charys Holding Co Inc)

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