Common use of Company Taxes Clause in Contracts

Company Taxes. (a) All taxes, including, without limitation, income, property, sales, use, franchise, excise, value added, capital, social security, withholding, and employees' withholding taxes imposed by the State of Israel, by any foreign country, or by any political subdivision of the State of Israel or any foreign country, which have become due and payable by the Company or any of its Subsidiaries prior to the date of this Agreement and which are material to the Company and its Subsidiaries, including any material taxes for which the Company or any of its Subsidiaries is liable under contract or other arrangement, together with any interest or penalties thereon (the "Company Taxes"), have been paid in full or adequately provided for by reserves shown on the books of account of the Company; all deposits required by law to be made by the Company and its Subsidiaries with respect to the Company Taxes have been duly made, and all material returns with respect to the Company Taxes which are levied on the basis of income have been filed with, and where indicated on Schedule 2.20.1 of the Company Schedule, have been examined by the relevant tax authorities through the fiscal years ended on or before December 31, 1996, and no extension of time for the assessment of deficiencies with respect to Company Taxes has been granted by the Company and is in effect for any fiscal year. As of June 30, 1997, neither the Company nor any Subsidiary was liable for the payment of the Company Taxes which are levied on the basis of income in any jurisdiction other than those listed on Schedules 2.2 and 2.8 of the Company Schedule. No deficiency or adjustment in respect of any of the Company Taxes has been assessed against the Company or any Subsidiary prior to the date of this Agreement and remains unpaid, other than such Company Taxes which are being contested in good faith and disclosure of which has been previously made in writing to the Purchaser, and to the knowledge of the Company there is not any proposed or threatened assessment of additional liability for Company Taxes (that remains unpaid) against the Company or any Subsidiary for any period ending prior to June 30, 1997. (b) Schedule 2.20.1 of the Company Schedule lists each material tax incentive (other than generally available incentives that are not specifically granted or awarded to the Company) to which the Company is entitled under the laws of the State of Israel as of the date of this Agreement, the period for which such tax incentive applies, and the nature of such tax incentive. To the knowledge of the Company, the Company has complied with all material requirements of Israeli law to be entitled to claim the tax incentives identified in Schedule 2.20.1 of the Company Schedule. To the knowledge of the Company, subject to the receipt of the approvals set forth in Section 8.3 hereof, the consummation of the stock purchase contemplated by this Agreement will not materially and adversely affect the ability of the Company to claim the benefit of any tax incentive referred to on Schedule 2.20.1 of the Company Schedule for the remaining duration of the incentive or require any recapture of any such previous incentive claimed by the Company, and no consent or approval of any governmental authority is required, other than as contemplated by Section 8.3 hereof prior to consummation of the stock purchase contemplated by this Agreement in order to preserve the entitlement of the Company to any such incentive.

Company Taxes. Except as to matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) All taxes(i) all Tax Returns that are required to be filed by or with respect to the Company and its Subsidiaries have been timely filed; (ii) all Taxes due with respect to periods covered by such Tax Returns have been timely paid; and (iii) such Tax Returns are in all respects true, including, without limitation, income, property, sales, use, franchise, excise, value added, capital, social security, withholding, correct and employees' withholding taxes imposed complete; (b) neither the Company nor any of its Subsidiaries has entered into a written agreement waiving or extending any statute of limitations in respect of any Taxes; (c) the Company and its Subsidiaries have timely paid or withheld with respect to their respective employees and other third Persons (and paid over any amounts withheld to the appropriate Tax authority) Taxes required to be paid or withheld; (d) no written claim has been made by a Taxing Authority in a jurisdiction where neither the State Company nor any of Israel, its Subsidiaries file Tax Returns that the Company or one of its Subsidiaries is or may be subject to taxation by any foreign country, such jurisdiction; (e) no audits or by any political subdivision other examinations with respect to Taxes of the State Company or its Subsidiaries are presently in progress or have been asserted or proposed in writing; (f) there are no Liens for Taxes (other than Permitted Liens) on any of Israel the assets of the Company or its Subsidiaries; (g) other than with respect to a Tax Return for which the statute of limitations has expired, neither the Company nor any foreign countryof its Subsidiaries (i) is a party to or bound by, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which have become due and payable by is unrelated to Taxes or (ii) has any liability for the Taxes of any Person other than the Company or any of its Subsidiaries prior to the date under Treasury Regulation Section 1.1502-6 (or any similar provision of this Agreement and which are material to state, local, or foreign income Tax law) or as a transferee or successor; (h) neither the Company and its Subsidiaries, including any material taxes for which the Company or nor any of its Subsidiaries is liable under contract has participated or other arrangement, together with engaged in any interest or penalties thereon transaction that constitutes a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); (i) during the "Company Taxes"), have been paid in full or adequately provided for by reserves shown two-year period ending on the books of account of the Company; all deposits required by law to be made by the Company and its Subsidiaries with respect to the Company Taxes have been duly made, and all material returns with respect to the Company Taxes which are levied on the basis of income have been filed with, and where indicated on Schedule 2.20.1 of the Company Schedule, have been examined by the relevant tax authorities through the fiscal years ended on or before December 31, 1996, and no extension of time for the assessment of deficiencies with respect to Company Taxes has been granted by the Company and is in effect for any fiscal year. As of June 30, 1997date hereof, neither the Company nor any Subsidiary of its Subsidiaries was liable for the payment a distributing corporation or a controlled corporation in a transaction intended to be governed in whole or in part by Section 355 of the Company Taxes which are levied on the basis of income in any jurisdiction other than those listed on Schedules 2.2 and 2.8 of the Company Schedule. No deficiency or adjustment in respect of any of the Company Taxes has been assessed against the Company or any Subsidiary prior to the date of this Agreement and remains unpaid, other than such Company Taxes which are being contested in good faith and disclosure of which has been previously made in writing to the Purchaser, and to the knowledge of the Company there is not any proposed or threatened assessment of additional liability for Company Taxes (that remains unpaid) against the Company or any Subsidiary for any period ending prior to June 30, 1997.Code; and (b) Schedule 2.20.1 of the Company Schedule lists each material tax incentive (other than generally available incentives that are not specifically granted or awarded to the Companyj) to which the Company is entitled under the laws of the State of Israel as of the date of this Agreement, the period for which such tax incentive applies, and the nature of such tax incentive. To the knowledge of the Company, there are no facts, circumstances or plans that, either alone or in combination, would reasonably be expected to prevent the Company has complied Merger, together with all material requirements of Israeli law to be entitled to claim the tax incentives identified in Schedule 2.20.1 of the Company Schedule. To the knowledge of the CompanyFollow-On Merger, subject to the receipt of the approvals set forth in Section 8.3 hereof, the consummation of the stock purchase contemplated by this Agreement will not materially and adversely affect the ability of the Company to claim the benefit of any tax incentive referred to on Schedule 2.20.1 of the Company Schedule from qualifying for the remaining duration of the incentive or require any recapture of any such previous incentive claimed by the Company, and no consent or approval of any governmental authority is required, other than as contemplated by Section 8.3 hereof prior to consummation of the stock purchase contemplated by this Agreement in order to preserve the entitlement of the Company to any such incentiveIntended Tax Treatment.

Company Taxes. (a) All taxes, including, without limitation, income, property, sales, use, franchise, excise, value added, capital, social security, withholding, and employees' withholding taxes imposed by In the State of Israel, by any foreign country, or by any political subdivision case of the State Company only, (i) (1) all Tax Returns that are required to be filed (taking into account any extensions of Israel time within which to file) by or any foreign country, which have become due with respect to it and payable by the Company or any of its Subsidiaries prior have been duly and timely filed, (2) all Taxes shown to be due on the date of this Agreement and which are material Tax Returns referred to the Company and its Subsidiariesin clause (1) have been paid in full, including any material taxes for which the Company (3) all Taxes that it or any of its Subsidiaries is liable under contract obligated to withhold from amounts owing to any employee, creditor or other arrangement, together with any interest or penalties thereon (the "Company Taxes"), third party have been withheld and paid over to the proper Governmental Authority, to the extent due and payable, and (4) no extensions or waivers of statutes of limitation have been given by or requested with respect to any of its U.S. federal income taxes or those of its Subsidiaries. The Company has either paid or made provision in full or adequately provided accordance with GAAP, in the consolidated financial statements included in the Regulatory Filings filed before the date hereof, for by reserves shown on the books all Taxes of account of the Company; all deposits required by law to be made by the Company and its Subsidiaries that accrued on or before the end of the most recent period covered by its Regulatory Filings filed before the date hereof. No Liens for Taxes exist with respect to any of its assets or properties or those of its Subsidiaries. (ii) The Company's reserve for Taxes contained in its consolidated financial statements included in the Company Regulatory Filings filed before the date hereof is adequate, as determined under GAAP, to cover any unpaid Taxes have been duly made, and all material returns with respect to the Company Taxes which are levied on the basis of income have been filed with, and where indicated on Schedule 2.20.1 of the Company Schedule, have been examined by the relevant tax authorities through the fiscal years ended on or before December 31, 1996, and no extension of time for the assessment of deficiencies with respect to Company Taxes has been granted by the Company and is in effect for any fiscal year. As of June 30, 1997, neither its Subsidiaries. (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax allocation or sharing agreement which could require a payment by the Company or a Subsidiary was liable to a party other than the Company or a Subsidiary. Neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person (other than Company or any of its Subsidiaries) under Reg. ss.1.1502-6 (or any similar provision of state, local, or foreign law). (iv) No written claim has been made by a taxing authority in a jurisdiction where the Company or its Subsidiaries does not file Tax Returns that the Company or its Subsidiaries may be subject to taxation by that jurisdiction. (v) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract or arrangement or plan that could result, separately or in the aggregate, as a result of the transactions contemplated by this Agreement, in the payment of any "excess parachute payment" within the Company Taxes which are levied on the basis meaning of income in any jurisdiction other than those listed on Schedules 2.2 and 2.8 of the Company Schedule. No deficiency or adjustment in respect of any of the Company Taxes has been assessed against the Company Code Section 280G (or any Subsidiary prior to the date corresponding provision of this Agreement and remains unpaidstate, other than such Company Taxes which are being contested in good faith and disclosure of which has been previously made in writing to the Purchaser, and to the knowledge of the Company there is not any proposed local or threatened assessment of additional liability for Company Taxes (that remains unpaid) against the Company or any Subsidiary for any period ending prior to June 30, 1997foreign Tax law). (bvi) Schedule 2.20.1 of Within the Company Schedule lists each material tax incentive past two years (or any other than generally available incentives that are not specifically granted or awarded to the Company) to Tax year for which the Company applicable statute of limitations is entitled under the laws of the State of Israel open as of the date of this Agreement), the period for which such tax incentive applies, and the nature of such tax incentive. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has complied with all material requirements distributed stock of Israeli law another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be entitled to claim the tax incentives identified governed in Schedule 2.20.1 of whole or in part by Code Section 355 or Code Section 361. (vii) Neither the Company Schedule. To nor any of its Subsidiaries 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 knowledge of the Company, subject to the receipt of the approvals set forth in Section 8.3 hereof, the consummation of the stock purchase contemplated by this Agreement will not materially and adversely affect the ability of the Company to claim the benefit Closing Date as a result of any tax incentive referred to on Schedule 2.20.1 of the Company Schedule for the remaining duration of the incentive "closing agreement" as described in Code Section 7121 (or require any recapture of any such previous incentive claimed by the Company, and no consent or approval of any governmental authority is required, other than as contemplated by Section 8.3 hereof prior to consummation of the stock purchase contemplated by this Agreement in order to preserve the entitlement of the Company to any such incentivecorresponding provision).

Company Taxes. (a) All taxes, including, without limitation, income, property, sales, use, franchise, excise, value added, capital, social security, withholding, and employees' withholding taxes imposed by In the State of Israel, by any foreign country, or by any political subdivision case of the State Company only, (i) (1) all Tax Returns that are required to be filed (taking into account any extensions of Israel time within which to file) by or any foreign country, which have become due with respect to it and payable by the Company or any of its Subsidiaries prior have been duly and timely filed, (2) all Taxes shown to be due on the date of this Agreement and which are material Tax Returns referred to the Company and its Subsidiariesin clause (1) have been paid in full, including any material taxes for which the Company (3) all Taxes that it or any of its Subsidiaries is liable under contract obligated to withhold from amounts owing to any employee, creditor or other arrangement, together with any interest or penalties thereon (the "Company Taxes"), third party have been withheld and paid over to the proper Governmental Authority, to the extent due and payable, and (4) no extensions or waivers of statutes of limitation have been given by or requested with respect to any of its U.S. federal income taxes or those of its Subsidiaries. The Company has either paid or made provision in full or adequately provided accordance with GAAP, in the consolidated financial statements included in the Regulatory Filings filed before the date hereof, for by reserves shown on the books all Taxes of account of the Company; all deposits required by law to be made by the Company and its Subsidiaries that accrued on or before the end of the most recent period covered by its Regulatory Filings filed before the date hereof. No Liens for Taxes exist with respect to any of its assets or properties or those of its Subsidiaries. (ii) The Company's reserve for Taxes contained in its consolidated financial statements included in the Company Regulatory Filings filed before the date hereof is adequate, as determined under GAAP, to cover any unpaid Taxes have been duly made, and all material returns with respect to the Company Taxes which are levied on the basis of income have been filed with, and where indicated on Schedule 2.20.1 of the Company Schedule, have been examined by the relevant tax authorities through the fiscal years ended on or before December 31, 1996, and no extension of time for the assessment of deficiencies with respect to Company Taxes has been granted by the Company and is in effect for any fiscal year. As of June 30, 1997, neither its Subsidiaries. (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax allocation or sharing agreement which could require a payment by the Company or a Subsidiary was liable to a party other than the Company or a Subsidiary. Neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person (other than Company or any of its Subsidiaries) under Reg. §1.1502-6 (or any similar provision of state, local, or foreign law). (iv) No written claim has been made by a taxing authority in a jurisdiction where the Company or its Subsidiaries does not file Tax Returns that the Company or its Subsidiaries may be subject to taxation by that jurisdiction. (v) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract or arrangement or plan that could result, separately or in the aggregate, as a result of the transactions contemplated by this Agreement, in the payment of any "excess parachute payment" within the Company Taxes which are levied on the basis meaning of income in any jurisdiction other than those listed on Schedules 2.2 and 2.8 of the Company Schedule. No deficiency or adjustment in respect of any of the Company Taxes has been assessed against the Company Code Section 280G (or any Subsidiary prior to the date corresponding provision of this Agreement and remains unpaidstate, other than such Company Taxes which are being contested in good faith and disclosure of which has been previously made in writing to the Purchaser, and to the knowledge of the Company there is not any proposed local or threatened assessment of additional liability for Company Taxes (that remains unpaid) against the Company or any Subsidiary for any period ending prior to June 30, 1997foreign Tax law). (bvi) Schedule 2.20.1 of Within the Company Schedule lists each material tax incentive past two years (or any other than generally available incentives that are not specifically granted or awarded to the Company) to Tax year for which the Company applicable statute of limitations is entitled under the laws of the State of Israel open as of the date of this Agreement), the period for which such tax incentive applies, and the nature of such tax incentive. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has complied with all material requirements distributed stock of Israeli law another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be entitled to claim the tax incentives identified governed in Schedule 2.20.1 of whole or in part by Code Section 355 or Code Section 361. (vii) Neither the Company Schedule. To nor any of its Subsidiaries 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 knowledge of the Company, subject to the receipt of the approvals set forth in Section 8.3 hereof, the consummation of the stock purchase contemplated by this Agreement will not materially and adversely affect the ability of the Company to claim the benefit Closing Date as a result of any tax incentive referred to on Schedule 2.20.1 of the Company Schedule for the remaining duration of the incentive "closing agreement" as described in Code Section 7121 (or require any recapture of any such previous incentive claimed by the Company, and no consent or approval of any governmental authority is required, other than as contemplated by Section 8.3 hereof prior to consummation of the stock purchase contemplated by this Agreement in order to preserve the entitlement of the Company to any such incentivecorresponding provision).