Common use of Audits; Claims Clause in Contracts

Audits; Claims. No Company Tax Return has ever been examined or audited by any Governmental Body. The Company has not received from any Governmental Body any: (i) notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Returns has been granted by or requested from the Company. No claim or Legal Proceeding is pending or, to the Company’s Knowledge, threatened against the Company in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable (and for which there are adequate accruals on the Company Financial Statements).

Appears in 1 contract

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

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Audits; Claims. No Company Tax Return has ever been examined or audited by any Governmental BodyEntity. The Company has not received from any Governmental Body 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) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Company Returns has been granted by or requested from the Company. No claim or Legal Proceeding legal proceeding is pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable delinquent or which are being contested in good faith by appropriate proceedings (and for which there are adequate accruals on the Company Financial Statementsaccruals, in accordance with GAAP).

Appears in 1 contract

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

Audits; Claims. No Company Tax Return has ever been examined or audited by any Governmental BodyEntity. The Company has not received from any Governmental Body Entity any: (i) written notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Company Returns has been granted by or requested from the Company. No claim or Legal Proceeding legal proceeding is pending orpending, or to the Knowledge of the Company’s Knowledge, threatened against the Company in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable (and for which there are adequate accruals on the Company Financial Statementsaccruals, in accordance with GAAP).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Select Comfort Corp)

Audits; Claims. No Company Tax Return has ever been examined or audited by any Governmental BodyEntity. The Company has not received from any Governmental Body Entity any: (i) written notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Company Returns has been granted by or requested from the Company. No claim or Legal Proceeding legal proceeding is pending or, to the Company’s Knowledge, or threatened against the Company in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable payable. (and for which there are adequate accruals on the Company Financial Statementsd).

Appears in 1 contract

Samples: Purchase Agreement by And (eHealth, Inc.)

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Audits; Claims. No Company Tax Return has ever been examined or audited by any Governmental BodyAuthority. The Company has not received from any Governmental Body Authority 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) notice of deficiency or proposed Tax adjustment, in each case, which has not been resolved. No extension or waiver of the limitation period applicable to any Tax Returns Company Return has been granted by or requested from the Company. No claim or Legal Proceeding is pending or, to the Company’s Knowledge, or threatened against the Company in respect of any Tax. There are no Liens liens for Taxes upon any of the assets of the Company except Liens liens for current Taxes not yet due and payable (and for which there are adequate accruals accruals, in accordance with IFRS on the Company Financial Statements).

Appears in 1 contract

Samples: Contribution Agreement (Cybin Inc.)

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