Common use of Consents and Rulings Clause in Contracts

Consents and Rulings. Company has not (i) filed any consent or agreement under Section 341(f) of the Code, (ii) applied for any Tax ruling, (iii) entered into a closing agreement as described in Section 7121 of the Code or otherwise (or any corresponding or similar provision of state, municipal, county, local, foreign or other Tax Law) or any other agreement or contract with any Tax authority, (iv) filed an election under Section 338(g) or Section 338(h)(10) of the Code (nor has a deemed election under Section 338(e) of the Code occurred), (v) made any payments, or been a party to an agreement or contract (including this Agreement) that under any circumstances could obligate it or NRC to make payments (either before or after the Closing Date) that will not be deductible because of Section 162(m) or Section 280G of the Code, (vi) been a party to any Tax allocation, Tax sharing or Tax indemnification contract or other arrangement or (vii) filed or made any election for federal income Tax purposes under Sections 108, 168, 338, 341, 441, 471, 1017, 1033, 1502 or 4977 of the Code.

Appears in 2 contracts

Samples: Stock Purchase Agreement (National Research Corp), Merger Agreement (National Research Corp)

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Consents and Rulings. Neither the Company has not nor any Shareholder attributable to his or her respective ownership interest in the Company, as the case may be, has: (i) filed any consent or agreement under Section 341(f) of the Code, (ii) applied for any Tax ruling, ; (iiiii) entered into a closing agreement as described in Section 7121 of the Code or otherwise (or any corresponding or similar provision of state, municipal, county, local, foreign or other Tax Law) or any other agreement or contract Contract with any Tax authority, ; (iviii) filed an election under Section 338(g) or Section 338(h)(10) of the Code (nor has a deemed election under Section 338(e) of the Code occurred), ; (viv) made any payments, or been a party to an agreement or contract a Contract (including this Agreement) that under any circumstances could obligate it or NRC to make payments (either before or after the Closing Date) that will not be deductible because of Section 162(m) or Section 280G of the Code, ; (viv) been a party to any Tax allocation, Tax sharing or Tax indemnification contract or other arrangement Contract; or (viivi) filed or made any election for federal income any Tax purposes under Sections 108, 168, 338, 341, 441, 471, 1017, 1033, 1502 or 4977 of the Codepurpose which has not been disclosed on Schedule 3.6(h).

Appears in 1 contract

Samples: Asset Purchase Agreement (Ari Network Services Inc /Wi)

Consents and Rulings. The Company has not (i) filed any consent or agreement under Section 341(f) of the Code, (ii) applied for any Tax ruling, (iii) entered into a closing agreement as described in Section 7121 of the Code or otherwise (or any corresponding or similar provision of any state, municipal, county, local, foreign foreign, superanational or other Tax Law) or any other agreement or contract Contract with any Tax authority, (iv) filed an election under Section 338(g) or Section 338(h)(10) of the Code (nor has a deemed election under Section 338(e) of the Code occurred), (v) made any payments, or been a party to an agreement or contract a Contract (including this Agreement) that under any circumstances could obligate it or NRC to make payments (either before or after the Closing Date) ), that will not be deductible because of Section 162(m) or Section 280G of the Code, (vi) been a party to any Tax allocation, Tax sharing or Tax indemnification contract or other arrangement Contract or (vii) filed or made any election for federal income Tax purposes under Sections Section 108, 168, 338, 341, 441, 471, 1017, 1033, 1502 or 4977 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (Steven Madden, Ltd.)

Consents and Rulings. Company has not (i) filed any consent or agreement under Section 341(f) of the Code, (ii) applied for any Tax ruling, (iii) entered into a closing agreement as described in Section 7121 of the Code or otherwise (or any corresponding or similar provision of state, municipal, county, local, or foreign or other Tax Lawlaw) or any other agreement or contract with any Tax authority, (iv) filed an election under Section 338(g) or Section 338(h)(10) of the Code (nor has a deemed election under Section 338(e) of the Code occurred), (v) made any payments, or been a party to an agreement or contract (including this Agreement) that under any circumstances could obligate it or NRC to make payments (either before or after the Closing Date) that will not be deductible because of Section 162(m) or Section 280G of the Code, (vi) been a party to any Tax allocation, Tax sharing sharing, or Tax tax indemnification contract or other arrangement agreement, or (vii) filed or made any election for federal income Tax tax purposes under Sections 108, 168, 338, 341, 441, 471, 1017, 1033, 1502 1502, or 4977 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bandag Inc)

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Consents and Rulings. Neither the Company has not nor any Shareholder solely attributable to his respective ownership interest in the Company, as the case may be, has: (i) filed any consent or agreement under Section 341(f) of the Code, (ii) applied for any Tax ruling, ; (iiiii) entered into a closing agreement as described in Section 7121 of the Code or otherwise (or any corresponding or similar provision of state, municipal, county, local, foreign or other Tax Law) or any other agreement or contract Contract with any Tax authority, ; (iviii) filed an election under Section 338(g) or Section 338(h)(10) of the Code (nor has a deemed election under Section 338(e) of the Code occurred), ; (viv) made any payments, or been a party to an agreement or contract a Contract (including this Agreement) that under any circumstances could obligate it or NRC to make payments (either before or after the Closing Date) that will not be deductible because of Section 162(m) or Section 280G of the Code, ; (viv) been a party to any Tax allocation, Tax sharing or Tax indemnification contract or other arrangement Contract; or (viivi) filed or made any election for federal income any Tax purposes under Sections 108, 168, 338, 341, 441, 471, 1017, 1033, 1502 or 4977 of the Codepurpose which has not been disclosed on Schedule 3.6(h).

Appears in 1 contract

Samples: Asset Purchase Agreement (Ari Network Services Inc /Wi)

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