Common use of Audits; Claims Clause in Contracts

Audits; Claims. No Company Return has ever been examined or audited by any Governmental Entity. The Company has not 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) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Company Returns has been granted by or requested from the Company. No claim or legal proceeding is pending or, to the Knowledge of the Company, 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 delinquent or which are being contested in good faith by appropriate proceedings (and for which there are adequate accruals, in accordance with GAAP).

Appears in 1 contract

Samples: Merger Agreement (FireEye, Inc.)

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Audits; Claims. No Company Return has ever been examined or audited by any Governmental Entity. The Company has not 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) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Company Returns has been granted by or requested from the Company. No claim or legal proceeding is pending orpending, or to the Knowledge of the Company, 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 delinquent or which are being contested in good faith by appropriate proceedings due and payable (and for which there are adequate accruals, in accordance with GAAP).

Appears in 1 contract

Samples: Merger Agreement (Select Comfort Corp)

Audits; Claims. No Company Return has ever been examined or audited by any Governmental EntityAuthority. The Company has not received from any Governmental Entity 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 Company Returns Return 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, 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 delinquent or which are being contested in good faith by appropriate proceedings due and payable (and for which there are adequate accruals, in accordance with GAAPIFRS on the Financial Statements).

Appears in 1 contract

Samples: Contribution Agreement (Cybin Inc.)

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Audits; Claims. No Company Tax Return has ever been examined or audited by any Governmental EntityBody. The Company has not received from any Governmental Entity Body 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 Company Tax 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 delinquent or which are being contested in good faith by appropriate proceedings due and payable (and for which there are adequate accruals, in accordance with GAAPaccruals on the Company Financial Statements).

Appears in 1 contract

Samples: Merger Agreement (inContact, Inc.)

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