Common use of Company Taxes Clause in Contracts

Company Taxes. (a) Company and each Company Subsidiary have timely filed, or caused to be filed, taking into account any valid extensions of due dates, completely and accurately, in all material respects, all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes (“Tax Returns”) required to be filed by or on behalf of Company and each Company Subsidiary with any Tax authority. Such Tax Returns are true, correct and complete in all material respects. Company and each Company Subsidiary have paid all Taxes required to be paid. (b) Company and Company Subsidiaries have collected all sales, use, goods and services or other commodity Taxes required to be collected and remitted or will remit the same to the appropriate Tax authority within the prescribed time periods. Company and each Company Subsidiary have timely withheld or paid all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act (“FICA”), Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld or paid by Company and each Company Subsidiary with respect to any of its employees, former employees, directors, officers, residents and non-residents or third parties. (c) Neither Company nor any Company Subsidiary has been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Company or any Company Subsidiary, nor has Company or any Company Subsidiary executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (d) Since January 1, 2002, none of the Tax Returns of Company or any Company Subsidiary have ever been audited by the IRS or any other Governmental Entity. No examination of any Tax Return of Company or any Company Subsidiary is currently in progress, and neither Company nor any Company Subsidiary has received written notice of any (i) pending or proposed audit or examination, (ii) request for information regarding Tax matters, or (iii) notice of deficiency or prepared adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against Company or any Company Subsidiary, and Company does not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed. (e) Company has no liability for unpaid Taxes which has not been accrued for or reserved on the Company Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Company, other than any liability for unpaid Taxes that may have accrued since the date of the Company Balance Sheet in connection with the operation of the business of Company and Company Subsidiaries in the ordinary course. The amount set up as an accrual for Taxes (aside from any reserve for deferred Taxes established to reflect timing differences between book and tax income) in the Company Balance Sheet is sufficient for the payment of all unpaid Taxes of Company and any Company Subsidiary, whether or not disputed, for all periods ended on or prior to the date hereof. (f) Company has delivered or made available to Parent or its legal counsel or accountants true, correct and complete copies of all Tax Returns for Company and Company Subsidiaries filed for all periods since December 31, 2002, and all such filings were true, correct and complete in all material respects when made. (g) There are (and immediately following the Effective Time there will be) no Encumbrances on the assets of Company relating to or attributable to Taxes other than Encumbrances for Taxes not yet due and payable. There is no basis for the assertion of any claim relating or attributable to Taxes that, if adversely determined, would result in any Encumbrance for Taxes on the assets of Company. (h) Neither Company nor any Company Subsidiary has (a) been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Company) or any combined, consolidated or unitary state or local or foreign income Tax Return, (b) been a party to any Tax sharing, indemnification or allocation agreement, nor does Company owe any amount under any such agreement (c) liability for the Taxes of any Person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract, or otherwise or (d) been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes. (i) Neither Company nor any Company Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended or purported to be governed by Section 355 or Section 361 of the Code. (j) Neither Company nor any Company Subsidiary has engaged in a transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treas. Reg. § 1.6011-4(b)(2). (k) Neither Company nor any Company Subsidiary is obligated to make any payments or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G or Section 162(m) of the Code or under similar provisions of foreign, state, or local law. (l) Company and each Company Subsidiary has complied in all material respects with all applicable laws relating to accounting and Tax matters, intercompany transactions and transfer pricing, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Company. Neither Company nor any Company Subsidiary has 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) of the Code. Neither Company nor any Company Subsidiary 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 date hereof as a result of any: (i) change in method of accounting for a taxable period beginning or ending on or prior to the date hereof;

Company Taxes. (a) The Company and each Company Subsidiary thereof have timely filed, or caused filed all Tax returns required to be filedfiled by them, taking into account any valid extensions of due dates, completely which returns are complete and accurately, correct in all material respects, all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes (“Tax Returns”) required to be filed by or on behalf of Company and each Company Subsidiary with any Tax authority. Such Tax Returns are true, correct and complete in all material respects. Company and each Company Subsidiary have paid all Taxes required to be paid. (b) Company and Company Subsidiaries have collected all sales, use, goods and services or other commodity Taxes required to be collected and remitted or will remit neither the same to the appropriate Tax authority within the prescribed time periods. Company and each Company Subsidiary have timely withheld or paid all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act (“FICA”), Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld or paid by Company and each Company Subsidiary with respect to any of its employees, former employees, directors, officers, residents and non-residents or third parties. (c) Neither Company nor any Company Subsidiary has been delinquent is in default in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Company or any Company Subsidiary, nor has Company or any Company Subsidiary executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (d) Since January 1, 2002, none of the Tax Returns of Company or any Company Subsidiary have ever been audited by the IRS or any other Governmental Entity. No examination of any Tax Return of Company or any Company Subsidiary is currently in progress, and neither Company nor any Company Subsidiary has received written notice of any (i) pending or proposed audit or examination, (ii) request for information regarding Tax matters, or (iii) notice of deficiency or prepared adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against Company or any Company Subsidiary, and Company does not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed. (e) Company has no liability for unpaid Taxes which has not been accrued for or reserved on the Company Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material were payable pursuant to Company, other than any liability for unpaid Taxes that may have accrued since the date of the Company Balance Sheet in connection with the operation of the business of Company and Company Subsidiaries in the ordinary course. The amount set up as an accrual for Taxes (aside from any reserve for deferred Taxes established to reflect timing differences between book and tax income) in the Company Balance Sheet is sufficient for the payment of all unpaid Taxes of Company and any Company Subsidiary, whether or not disputed, for all periods ended on or prior to the date hereof. (f) Company has delivered or made available to Parent or its legal counsel or accountants true, correct and complete copies of all Tax Returns for Company and Company Subsidiaries filed for all periods since December 31, 2002, and all such filings were true, correct and complete in all material respects when made. (g) There are (and immediately following the Effective Time there will be) no Encumbrances on the assets of Company relating to or attributable to Taxes other than Encumbrances for Taxes not yet due and payable. There is no basis for the assertion of any claim relating or attributable to Taxes that, if adversely determined, would result in any Encumbrance for Taxes on the assets of Company. (h) Neither Company nor any Company Subsidiary has (a) been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Company) or any combined, consolidated or unitary state or local or foreign income Tax Return, (b) been a party to any Tax sharing, indemnification or allocation agreement, nor does Company owe any amount under any such agreement (c) liability for the Taxes of any Person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract, or otherwise or (d) been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes. (i) Neither Company nor any Company Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended or purported to be governed by Section 355 or Section 361 of the Code. (j) Neither Company nor any Company Subsidiary has engaged in a transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treas. Reg. § 1.6011-4(b)(2). (k) Neither Company nor any Company Subsidiary is obligated to make any payments or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G or Section 162(m) of the Code or under similar provisions of foreign, state, or local law. (l) Company and each Company Subsidiary has complied in all material respects with all applicable laws relating to accounting and Tax matters, intercompany transactions and transfer pricingsaid return, except where the failure to comply would so file or such default could not reasonably be expected to have a Company Material Adverse Effect on CompanyEffect. Neither the Company nor any Company Subsidiary has thereof has, since their respective inceptions, 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) of the Code. Neither As of December 31, 1996, the Company and each of its Subsidiaries has paid or accrued on its books and records all liability for Taxes with respect to all periods or portions thereof ending on or before such date. For the period January 1, 1997 through the Closing Date, neither the Company nor any Subsidiary thereof has incurred any liability for Taxes other than Taxes arising in the ordinary course of business with respect to such period. Neither the Company nor any Subsidiary 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 date hereof as a result of any: : (i) change in method is under audit, examination or review by any taxing authority nor has any such audit, examination or review been threatened; (ii) has received notice of accounting for a taxable period beginning any proposed or ending on actual assessment or prior deficiency with respect to Taxes; (iii) has extended the statute of limitation with respect to the date hereof;assessment or collection of any Taxes. (b) For purposes of this Agreement, the terms "Tax" or "Taxes" mean all taxes, charges, levies or other like assessments, including without limitation all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, capital, payroll, employment, excise, stamp, property or other taxes, together with any interest and any penalties, additions to tax or additional amounts imposed by any federal, state, local or foreign governmental authority.

Company Taxes. Except as set forth in Section 3.10 of the Company Disclosure Schedule: (a) Company and each Company Subsidiary have timely filed, or caused All Tax Returns required to be filedfiled with respect to the Acquired Companies, taking into account any valid extensions of due datestime to file, completely have been duly and accurately, in all material respects, all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes (“Tax Returns”) required to be timely filed by the Acquired Companies or on behalf of Company the Acquired Companies with the appropriate Taxing Authorities and each Company Subsidiary with any Tax authority. Such such Tax Returns are true, correct and complete in all material respects. Company and each Company Subsidiary have paid all Taxes required to be paid. (b) Company and Company Subsidiaries have collected all sales, use, goods and services or other commodity Taxes required to be collected and remitted or will remit the same to the appropriate Tax authority within the prescribed time periods. Company and each Company Subsidiary have timely withheld or paid all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act (“FICA”), Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld or paid by Company and each Company Subsidiary with respect to any of its employees, former employees, directors, officers, residents and non-residents or third parties. (c) Neither Company nor any Company Subsidiary has been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Company or any Company Subsidiary, nor has Company or any Company Subsidiary executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (d) Since January 1, 2002, none of the Tax Returns of Company or any Company Subsidiary have ever been audited by the IRS or any other Governmental Entity. No examination of any Tax Return of Company or any Company Subsidiary is currently in progress, and neither Company nor any Company Subsidiary has received written notice of any (i) pending or proposed audit or examination, (ii) request for information regarding Tax matters, or (iii) notice of deficiency or prepared adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against Company or any Company Subsidiary, and Company does not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed. (e) Company has no liability for unpaid Taxes which has not been accrued for or reserved on the Company Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Company, other than any liability for unpaid Taxes that may have accrued since the date of the Company Balance Sheet in connection with the operation of the business of Company and Company Subsidiaries in the ordinary course. The amount set up as an accrual for Taxes (aside from any reserve for deferred Taxes established to reflect timing differences between book and tax income) in the Company Balance Sheet is sufficient for the payment of all unpaid Taxes of Company and any Company Subsidiary, whether or not disputed, for all periods ended on or prior to the date hereof. (f) Company has delivered or made available to Parent or its legal counsel or accountants true, correct and complete copies of all Tax Returns for Company and Company Subsidiaries filed for all periods since December 31, 2002, and all such filings were true, correct and complete in all material respects when madeand prepared in accordance with applicable Laws. (b) All Taxes of or with respect to Acquired Companies (whether or not such Taxes where shown or reportable on any Tax Return) have been paid, except for Taxes (i) not yet due and (ii) Taxes being contested in good faith through appropriate proceedings and for which, in each of (i) and (ii), adequate reserves have been made in accordance with GAAP. (c) No deficiency or proposed adjustment for any amount of Tax has been proposed, asserted or assessed in writing, or, to the Knowledge of the Company in any other manner, by any Taxing Authority against, or with respect to, any Acquired Company that has not been paid, settled or otherwise resolved. There are no ongoing or pending Legal Proceedings, and there is no such Legal Proceeding proposed or threatened in writing, or, to the Knowledge of the Company in any other manner, against any Acquired Company or concerning any Acquired Company with respect to any Taxes or Tax Returns. There has not been, within the past five (5) years, any examination or written notice of potential examination of the Tax Returns filed with respect to any of the Acquired Companies by any Taxing Authority. (d) No claim has been made in writing, or, to the Knowledge of the Company in any other manner, by any Taxing Authority in a jurisdiction where the Acquired Companies do not file Tax Returns that the Acquired Companies are or may be subject to taxation in such jurisdiction. (e) There are no Liens for Taxes upon any of the assets or properties of the Acquired Companies, except for Permitted Liens for Taxes. (f) The Acquired Companies have no Tax liabilities (whether due or accrued) with respect to the income, property and operations of the Acquired Companies or the Business except for Tax liabilities (i) reflected in the Balance Sheet or (ii) that have arisen after the Balance Sheet Date in the Ordinary Course of Business and in a manner and at a level consistent with prior periods. (g) There are (and immediately following the Effective Time there will be) no Encumbrances on the assets of Company relating to or attributable to Taxes other than Encumbrances for Taxes The Acquired Companies have not yet due and payable. There is no basis for the assertion of any claim relating or attributable to Taxes that, if adversely determined, would result participated in any Encumbrance for Taxes on listed transaction within the assets meaning of CompanyTreasury Regulation Section 1.6011-4(b)(2). (h) Neither Company nor any Company Subsidiary has (a) been a member None of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Company) or any combined, consolidated or unitary state or local or foreign income Tax Return, (b) been Acquired Companies is a party to to, or bound by, any Tax sharing, indemnification Tax indemnity, Tax reimbursement or Tax allocation agreement (other than any commercial agreement entered into in the Ordinary Course of Business if the primary purpose of which is not the sharing or allocation agreement, nor does Company owe any amount under any such agreement (c) liability of Taxes). None of the Acquired Companies is liable for the Taxes of any other Person under Treas. Reg. § Treasury Regulation Section 1.1502-6 (or any similar comparable provision of state, local or foreign lawLaw), as a transferee or successor, by Contractoperation of Law, or otherwise by Contract or (d) been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposesotherwise. (i) Neither No Acquired Company nor will be required to include any item of income or exclude any item of deduction for any taxable period (or portion thereof) beginning after the Closing Date as a result of (i) a change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) the use of an improper method of accounting for a taxable period ending on or prior to the Closing Date, (iii) a “closing agreement”, as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Law) executed prior to the Closing, (iv) other than in the Ordinary Course of Business, an installment sale or open transaction disposition made prior to the Closing, (v) any prepaid amount received or deferred revenue accrued prior to the Closing, or (vi) any election under Section 108(i). (j) During the last three (3) years, no Acquired Company Subsidiary has constituted either been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock transaction intended or purported to be governed in whole or in part by Section Sections 355 or Section 361 of the Code. (jk) Neither No Acquired Company nor has been a member of an affiliated group of corporations that files a consolidated federal income Tax Return or any similar group under state, local or foreign Law (other than any such group for which the Company Subsidiary has engaged in a transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treas. Reg. § 1.6011-4(b)(2parent). (kl) Neither Each of the Acquired Companies currently uses the accrual method of accounting for federal or applicable state, local or federal income Tax purposes . (m) Commencing with its Tax year beginning January 1, 2012, the Company has been a validly electing “S corporation” within the meaning of Sections 1361 and 1362 of the Code (and applicable state and local Laws). Set forth on Section 3.10(m) of the Company Disclosure Schedule is a listing of each Acquired Company and its classification as either a qualified subchapter S subsidiary or disregarded entity for U.S. federal income Tax purposes (and applicable state and local Tax purposes). Except as otherwise set forth on Section 3.10(m) of the Company Disclosure Schedule, such classification for each Acquired Company and the Company has been validly maintained for federal and state (where applicable) Tax purposes for all times since formation or election. (n) The Acquired Companies have properly (i) collected and remitted sales, value added, occupancy, transfer and gross receipts and similar Taxes with respect to sales made or services provided to its customers and (ii), for all sales made or services provided that are exempt from sales, value added, occupancy, transfer, gross receipts and similar Taxes and that were made without charging or remitting sales, value added, occupancy, transfer, gross receipts or similar Taxes, received and retained any appropriate tax exemption certificates and other documentation qualifying such sale as exempt from such Taxes. (o) The Acquired Companies have classified in all respects in accordance with applicable Law and solely for Tax purposes those individuals performing services as common law employees, leased employees, independent contractors or agents of the Acquired Companies. (p) Except as set forth on Section 3.10(p) of the Company Disclosure Schedule, no Acquired Company (i) is a resident in, or has a permanent establishment in (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in any country other than the United States, (ii) has been subject to adjustment under Section 482 of the Code (including any similar provision of state, local, or foreign Tax law), (iii) entered into a gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8, (iv) has transferred an intangible the transfer of which would be subject to the rules of Section 367(d) of the Code, or (v) is a “controlled foreign corporation” as defined under Section 957 of the Code or a “passive foreign investment company” as defined under Section 1297 of the Code. (q) All Taxes that are required to be withheld or collected by the Acquired Companies, including, but not limited to, Taxes arising as a result of payments (or amounts allocable) to foreign persons or to employees, agents, contractors, stockholders of the Acquired Companies or other third parties, have been duly withheld and collected and, to the extent required, have been properly and timely paid or deposited as required by applicable Laws. (r) No Acquired Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to the filing of any Tax Return, payment of any Tax or any Tax assessment or deficiency. (s) Each Acquired Company has, to the extent applicable, properly complied with all requirements of applicable Tax Law and duly accounted for any available Tax credits under Sections 7001 through 7005 of the Families First Act and Section 2301 of the CARES Act. No deferral of the withholding, deposit or payment of any Tax pursuant to the CARES Act, the CAA or Payroll Tax Executive Order has occurred. The PPP Loan Escrow Agreement establishes an interest bearing escrow account in accordance with paragraph 2.a of the October 2, 2020 Procedural Notice issued by the U.S. Small Business Administration (“SBA”). (t) No Acquired Company owns an interest, directly or indirectly, in any joint venture, partnership, limited liability company, association, or other entity that is treated as a partnership for federal, state, local or foreign Tax purposes. (u) There is no request for a private letter ruling or other formal or informal Tax guidance pending with respect to the Acquired Companies in respect of any Taxes in any jurisdiction, nor has there been any such request since January 1, 2013. (v) Each of the Acquired Companies are in compliance with the terms and conditions of any applicable Tax exemption, Tax holiday, or other Tax reduction agreement or order of any Governmental Authority, and the Transaction will not have any adverse effect on such compliance. (w) All FinCEN Forms 114, Report of Foreign Bank Accounts, and IRS Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts, required to be filed by, or on behalf of the Acquired Companies, have been timely filed and all such forms were true, correct and complete when filed. (x) No Acquired Company Subsidiary is obligated has taken or agreed to make take any payments action or is aware of the existence of any fact or circumstance, that could reasonably be expected to impede or prevent (i) Merger I and Merger II, taken together, from qualifying as a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible Tax-free “reorganization” under Section 280G or 368(a)(1)(A) of the Code by virtue of Section 162(m368(a)(2)(D) of the Code or under similar provisions (ii) Xxxxx Lovells US LLP from delivering the opinions set forth in items (i) and (ii) of foreign, state, or local law. (l) Company and each Company Subsidiary has complied Section 10.4(c). Each of the Acquired Companies incorporated in Mexico are in compliance in all material respects with all applicable laws relating to accounting and Mexican Tax matters, intercompany transactions and transfer pricing, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Company. Neither Company nor any Company Subsidiary has 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) of the Code. Neither Company nor any Company Subsidiary 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 date hereof as a result of any: (i) change in method of accounting for a taxable period beginning or ending on or prior to the date hereof;Laws.