Common use of Audits; Claims Clause in Contracts

Audits; Claims. No Tax Return has ever been examined or audited by any Governmental Entity. Neither the Company nor any Subsidiary has received from any Governmental Entity any: (i) written notice indicating an intent to open an audit or other review; (ii) written request for information related to Tax matters; or (iii) written notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Returns of the Company or any Subsidiary has been granted by or requested from the Company or any Subsidiary. No claim or legal proceeding is pending or threatened in writing against the Company or any Subsidiary in respect of any Tax. There are no liens for Taxes upon any of the assets of the Company or any Subsidiary except liens for current Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings (and, in each case, for which there are adequate accruals, in accordance with GAAP).

Appears in 3 contracts

Samples: Merger Agreement (F5 Networks, Inc.), Merger Agreement (F5 Networks, Inc.), Merger Agreement (F5 Networks Inc)

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Audits; Claims. No Tax Company Return has ever been examined or audited by any Governmental Entity. Neither the Company nor any Subsidiary has received from any Governmental Entity any: (i) written notice indicating an intent to open an audit or other review; (ii) written request for information related to Tax matters; or (iii) written notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Company Returns of the Company or any Subsidiary has been granted by or requested from the Company or any Subsidiary. No claim or legal proceeding is pending or or, to the Knowledge of the Company, threatened in writing against the Company or any Subsidiary in respect of any Tax. There are no liens for Taxes upon any of the assets of the Company or any Subsidiary except liens for current Taxes not yet due and payable delinquent or which are being contested in good faith by appropriate proceedings (and, in each case, and for which there are adequate accruals, in accordance with GAAP).

Appears in 2 contracts

Samples: Merger Agreement (FireEye, Inc.), Agreement and Plan of Reorganization (FireEye, Inc.)

Audits; Claims. No Tax Company Return has ever been examined is currently under examination or audited audit by any Governmental Entity. Neither the Company nor any Subsidiary has received from any Governmental Entity any: (i) written notice indicating an intent to open an audit or other review; (ii) written request for information related to Tax matters; or (iii) written notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Company Returns of the Company or any Subsidiary has been granted by or requested from the Company or any Subsidiary. No claim or legal proceeding is pending or or, to the Knowledge of the Company, threatened in writing against the Company or any Subsidiary in respect of any Tax. There are no liens for Taxes upon any of the assets of the Company or any Subsidiary except liens for current Taxes not yet due and payable delinquent or which are being contested in good faith by appropriate proceedings (and, in each case, and for which there are adequate accruals, in accordance with GAAP).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)

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Audits; Claims. No Tax Company Return has ever been examined or audited by any Governmental Entity. Neither the Company nor any Subsidiary has received from any Governmental Entity any: (i) written notice indicating an intent to open an audit or other review; (ii) written request for information related to Tax matters; or (iii) written notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Company Returns of the Company or any Subsidiary has been granted by or requested from the Company or any Subsidiary. No claim or legal proceeding is pending or or, to the Knowledge of the Company, threatened in writing against the Company or any Subsidiary in respect of any Tax. There are no liens Liens for Taxes upon any of the assets of the Company or any Subsidiary except liens Liens for current Taxes not yet due and payable delinquent or which are being contested in good faith by appropriate proceedings (and, in each case, and for which there are adequate accruals, in accordance with GAAP).

Appears in 1 contract

Samples: Merger Agreement (FireEye, Inc.)

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