Federal Income Tax Representations Sample Clauses

Federal Income Tax Representations. (a) WSMP is not an "investment company" as defined in Section 368(a)(2)(F) of the Code. (b) WSMP owns 100% of the outstanding shares of capital stock and otherwise is in control of Sub within the meaning of Section 368(c) of the Code. (c) Sub has been formed solely for the purpose of consummating the Merger. Sub has not conducted and will not conduct any business activities or other operations of any kind other than the issuance of its stock to WSMP prior to the Merger. Sub will have no liabilities assumed by Sagebrush and will not transfer to Sagebrush any assets subject to liabilities in the Merger. (d) WSMP has no plan, arrangement or intention to cause Sagebrush on or after the Effective Time to issue additional shares of its capital stock that would cause WSMP to lose control, or otherwise result in WSMP losing control (in both cases within the meaning of Section 368(c) of the Code), of Sagebrush. (e) Neither WSMP nor Sub has any current plan, arrangement or intention to liquidate Sagebrush; to merge Sagebrush with or into another corporation; to sell or otherwise dispose of the stock of Sagebrush; or to sell or otherwise dispose (or cause to be sold or otherwise disposed) of any of Sagebrush's assets, including the assets of Sub acquired in the Merger, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code. (f) WSMP has no plan, arrangement or intention to directly or indirectly reacquire any of the WSMP Common Stock issued in the Merger.
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Federal Income Tax Representations. (a) Lunn is undertaking the Merger for a bona fide business purpose and not xxxxly for the avoidance of federal income tax. (b) Lunn is not an investment company as defined in Section 368(a)(2)(F) (iix) xnd (iv) of the Code.
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Federal Income Tax Representations. Exhibits - 26 (a) TPG is undertaking the Merger for a bona fide business purpose and not merely for the avoidance of federal income tax. (b) TPG is not an investment company as defined in Section 368(a)(2)(F) (iii) and (iv) of the Code.
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Federal Income Tax Representations. (a) Prior to the Merger, Parent will be in control of Sub within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as amended (the "Code"). (b) Parent has no present plan or intention to cause Company to issue additional shares of its stock that would result in Parent losing control of the Surviving Corporation within the meaning of Section 368(c) of the Code. (c) Parent has no present plan or intention to reacquire any of its stock issued in the Merger, except for any escrowed shares pursuant to Section 12.01(i). (d) Parent has no present plan or intention to liquidate the Surviving Corporation; to merge the Surviving Corporation with or into another corporation; to sell or otherwise dispose of the stock of the Surviving Corporation except for a merger with or transfers of stock to another corporation controlled by Parent; or to cause the Surviving Corporation to sell or otherwise dispose of any of its assets, except for dispositions made in the ordinary course of business or transfers of assets to a corporation controlled by Parent. (e) Following the Merger, Parent's present intent is that the Surviving Corporation will continue the historic business of Company or use a significant portion of the historic business assets of Company in a business. (f) Parent does not own, nor has it owned during the past five years, any shares of stock of Company. (g) Each of Parent and Sub is undertaking the Merger for a bona fide business purpose and not merely for the avoidance of federal income tax. (h) Sub will have no liabilities assumed by Company, and will not transfer to Company any assets subject to liabilities, in the Merger. (i) Neither Parent nor Sub is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (j) The payment under Section 2.02(e) of this Agreement of cash in lieu of fractional shares of Parent Common Stock is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. (k) As of the Effective Time, the fair market value of the assets of Sub will exceed the sum of Sub's liabilities plus the amount of other liabilities, if any, to which Sub's assets are subject. (l) Parent has no present plan or intention to settle at a discount any intercompany indebtedness existing between Company and Parent or between Sub and Company. (m) No stock of Sub will be issued in the Merger. (n) As of the Effective Ti...
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Related to Federal Income Tax Representations

  • Federal Income Tax Matters The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder: (i) net income of the Trust for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date; and (ii) net losses of the Trust, if any, for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date. The Depositor is authorized to modify the allocations in this Section 2.11 if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, gain, credit, loss or deduction to the Certificateholders or as otherwise required by the Code.

  • Payee Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Federal Income Tax Allocations If the Certificates have more than one beneficial owner for United States federal income tax purposes, then for United States federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such month in proportion to their Percentage Interests on such Record Date. The Depositor (or the Administrator in accordance with the Administration Agreement and Section 5.3) is authorized, in its sole discretion, (i) to modify the allocations in this paragraph if necessary or appropriate for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or otherwise comply with the requirements of the Code and (ii) to determine whether or not to make any available tax elections such as an election under Sections 1278 or 754 of the Code.

  • Payer Tax Representations For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Trust Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Trust Depositor (or subsequent purchaser of the Trust Certificate) as the sole Certificateholder.

  • Payer Tax Representation Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

  • Tax Representations Indirect Parent, Second Intermediary Parent, ------------------- First Intermediary Parent, Parent and Company represent and warrant to the Purchaser and Merger Sub as set forth below: (a) The Company (or Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent on behalf of the Company) has (i) timely filed within the time period for filing or any extension granted with respect thereto all applicable federal, state, local, foreign and other returns, declarations, reports, claims for refund, or information statements relating to Taxes including any schedule attached thereto and any amendment thereto ("Returns") required to be filed relating to or pertaining to any and all Taxes attributable to, levied or imposed upon, or incurred in connection with the Company including all Tax Returns with respect to any affiliated, consolidated, combined, unitary or similar group of which Company is or was a member or has liability for Taxes with respect thereto (a "Relevant Group") and (ii) paid on a timely basis all of the Taxes required to be paid prior to the date hereof except for Taxes shown as liabilities on the balance of the Company dated June 30, 2000. (b) Company has provided Purchaser true, complete, accurate copies of all material Tax Returns filed by or on behalf of the Company or which include Taxes payable in respect of the Company's assets, operations or its liability for Taxes for all taxable periods commencing on or after January 1, 1995. (c) With respect to the Company or to the extent relevant to the Company's business or assets, Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent, (i) there are not pending or threatened in writing any audits, examinations, assessments, asserted deficiencies or written claims for Taxes nor is there any factual or legal basis therefore and (ii) there are (and immediately after the Closing there will be) no Encumbrances for Taxes upon any assets of the Company other than for Taxes not yet due and payable. (d) Except as disclosed in Schedule 8.2(d), no Tax deficiencies, assessments or audit adjustments have been proposed in writing, assessed or asserted against the Company, Second Intermediary Parent, First Intermediary Parent, Indirect Parent or Parent to the extent Company would be liable for such deficiencies, assessments or adjustments. (e) Except as disclosed in Schedule 8.2(e), neither Company, Indirect Parent, Second Intermediary Parent, First Intermediary Parent nor Parent have requested any extension of time within which to file any Returns related to the Company in respect of any taxable period which have not since been filed and no request for waivers of the time to assess any Taxes are pending or outstanding. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any Tax Returns required to be filed by, or which include or are treated as including, the Company or with respect to any Tax assessment or deficiency affecting the Company or any Relevant Group. (f) The Company has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any foreign Laws) and have, within the time and in the manner prescribed by law, withheld from employee wages and paid over to the proper governmental authorities all employment, FICA, FUTA and other Taxes and similar amounts required to be so withheld and paid over under all applicable laws. (g) For the tax years where the statute of limitations is open, no power of attorney for Taxes has been granted with respect to the Company. (h) The accruals and reserves for Taxes reflected in the balance sheet of the Company as of June 30, 2000 are in all material respects adequate to cover all Taxes required to be accrued through the date thereof (including interest and penalties, if any, thereon and Taxes being contested) in accordance with GAAP applied on a consistent basis with the balance sheet included in the Company Reports, and the accrual and reserves for Taxes reflected in the books and records of the Company as of the last day of the Company's most recently complete fiscal month end are in all material respects adequate to cover all Taxes required to be accrued through such date (including interest and penalties, if any, thereon and Taxes being contested) in accordance with GAAP applied on a consistent basis with the balance sheet included in the Company Reports. The Company has incurred no material liability for Taxes in the period after the date of the Company's most recent completed financial month. (i) The Company has not received any written ruling related to Taxes or entered into any agreement with a Taxing Authority relating to Taxes. (j) The Company has no liability for the Taxes of any Person other than the Company (i) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign Law), (ii) as a transferee or successor, (iii) by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "Contract") or (iv) otherwise. (k) The Company (i) has neither agreed to make nor is required to make any adjustment under Section 481 of the Code by reason of a change in accounting method and (ii) is not a "consenting corporation" within the meaning of Section 341(f)(1) of the Code. (l) The Company is not involved in, subject to, or a party to any joint venture, partnership, Contract or other arrangement that is treated as a partnership for federal, state, local or foreign Tax purposes. (m) The Company has not made any payments, is not obligated to make any payments, nor is a party to any contract, agreement or arrangement covering any current or former employee or consultant of the Company that under certain circumstances could require it to make or give rise to any payments that are not deductible as a result of the provisions set forth in Section 280G of the Code or the treasury regulations thereunder or would result in an excise tax to the recipient of any such payment under Section 4999 of the Code. (n) As a result of ownership changes on April 30, 1999 and April 7, 2000, the Company is subject to limitations on the utilization of the net operating losses, built-in losses, capital losses, Tax credits or other similar items of the Company under (i) Section 382 of the Code, (ii) Section 383 of the Code, (iii) Section 384 of the Code, and (iv) Section 1502 of the Code and Treasury regulations promulgated thereunder. These limitations and the amounts of available loss and other carryovers will be reported by the Parent to the Purchaser prior to March 31, 2001. (o) Each material election with respect to Taxes affecting the Company are set forth in Section 8.2 of the Company Schedule. (p) The Company is not nor has it ever been a United States real property holding corporation within the meaning of Section 897(c)(1)(A)(ii) of the Code.

  • Federal Income Taxes For a brief description of the tax effects of an investment in the notes, see “U.S. Federal Income Tax Considerations” on page S-12 of the attached prospectus supplement and page 61 of the attached prospectus.

  • Federal Income Tax Withholding The Bank may withhold all federal and state income or other taxes from any benefit payable under this Agreement as shall be required pursuant to any law or governmental regulation or ruling.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

Most Referenced Clauses

Most Referenced Definitions