Financial and Tax Representations Sample Clauses

Financial and Tax Representations. (a) Other than as disclosed in the financial statements of the Company dated August 31, 2004 (a copy of which is attached as Schedule 4 to this Agreement) and other than liabilities incurred in the normal course of the Business since August 31, 2004, there are no liabilities, contingent or otherwise, of the Company which have not been disclosed to the Purchasers and the Company has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any person, firm or corporation. There are no liabilities of any other party capable of creating a lien, claim, encumbrance or charge on any of the assets of the Company. (b) Save and except for the Shareholder Loans and accounts payable of the Company in the amount of $38,383.43 owing by the Company to the Vendor and accounts receivable of the Company in the amount of $1,129.81 owing by the Vendor to the Company, the Company is not indebted to the Vendor or any affiliate, director, officer or employee of the Company. The Vendor is lawfully entitled to be repaid the Shareholder Loans and holds the Shareholder Loans free of all encumbrances. The Vendor has not assigned the Shareholder Loans or any right, title or interest therein to any other person. The Shareholder Loans have not been forgiven, settled, waived or repaid, is payable on demand and does not bear interest. (c) Neither the Vendor nor any affiliate, officer, director or employee of the Company is now indebted or under obligation to the Company on any account. (d) Since July 30, 2004, no dividend or other distribution on any shares in the capital of the Company has been made, declared or authorized and the Company has neither purchased nor redeemed nor agreed to purchase or redeem any of the Shares. (e) Other than salary, wages, compensation, bonus, pension benefits and reimbursement of expenses, no payment of any kind has been made or authorized by the Company since July 30, 2004 to or on behalf of the Vendor or to or on behalf of officers, directors or shareholders of the Company. Since July 30, 2004, the Company has not paid or agreed to pay any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director or officer of the Company except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer or management employee. (1) Since July 30, 2004: (i) [Intentionally deleted]. (ii) the Company has not waived or surrendered any...
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Financial and Tax Representations. (a) To the knowledge of the Vendor and subject to Section 4.3 hereof, the Financial Statements are true and correct in every material respect and present fairly the assets, liabilities and financial position of the Company as at December 31, 2002 and the results of operations to that date and there has been no material change to those Financial Statements between the period January 1, 2003 and the date hereof. (b) The Company has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any person, firm or corporation. (c) Since December 31, 2002 the business of the Company has been carried on in the ordinary course. (d) To the best of the Vendor’s knowledge, all material transactions of the Company have been promptly and properly recorded or filed in or with its books and records and to the Vendors knowledge the minute books of the Company contain records of all material meetings and proceedings of shareholders and directors of the Company required to be contained therein. (e) To the knowledge of the Vendor all tax returns and reports of the Company required by law to be filed before the date of this Agreement have been filed and, to the best of the Vendor’s knowledge, are true, complete and correct and all taxes and other government charges have been paid or accrued and to the best of the Vendor’s knowledge there will be no unpaid taxes or government charges in respect of the operations of the Company for the period ending on the Closing Date. (f) To the best of the Vendor’s knowledge, adequate provision has been made for taxes payable for each current period for which tax returns are not yet required to be filed by the Company, and there are no waivers or other arrangements providing for an extension of time for the filing of any tax return, or payment of any tax, government charge or deficiency, by the Company. (g) To the best of the Vendor’s knowledge, the Company has been reviewed, determined and assessed for all applicable income taxes, other like taxes, other taxes payable including, without limitation, value added type taxes for all years to and including the fiscal year end of the Company ended December 31, 2002. (h) The Company has not, prior to the date hereof: (i) Acquired or had the use of any property from a person with whom the Company was not dealing at arm’s length; or (ii) Disposed of anything to a person with whom the Company was not dealing with at arm’s length for proceeds less than fair market value thereoF. ...
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Financial and Tax Representations. (a) Neither BahamasCo or ChileCo has any debts or liabilities, contingent or otherwise. (b) Neither the Vendor nor any affiliate, officer, director or employee of BahamasCo, the Vendor or ChileCo is now indebted or under obligation to BahamasCo or ChileCo on any account. (c) Since December 31, 2002, there has not been any material adverse change in the financial position or condition of BahamasCo or ChileCo or any damage, loss or other material adverse change in circumstances affecting the business or assets of BahamasCo or ChileCo or its right or capacity to carry on business. (d) All material transactions of BahamasCo and ChileCo have been promptly and properly recorded or filed in or with its respective books and records. The minute books of BahamasCo and ChileCo contain records of all the meetings and proceedings of shareholders and directors of BahamasCo and ChileCo. (e) To the knowledge of the Vendor without independent investigation, all tax returns and reports of BahamasCo and ChileCo required by law to be filed before the date of this Agreement have been filed and are true, complete and correct and all taxes and other government charges have been paid or accrued and there will be no unpaid taxes or government charges in respect of the period ending on the Closing Date. (f) Adequate provision has been made for taxes payable for each current period for which tax returns are not yet required to be filed by BahamasCo or ChileCo, and there are no waivers or other arrangements providing for an extension of time for the filing of any tax return, or payment of any tax, government charge or deficiency, by BahamasCo or ChileCo. (g) The Vendor is a resident of Bermuda. (h) To the best of the Vendor’s knowledge, BahamasCo and ChileCo have paid all taxes which are exigible.
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Financial and Tax Representations. As of the Effective Date, Boliden represents and warrants that:
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Financial and Tax Representations. 17 3.3 POST STATEMENT DATE REPRESENTATIONS...............................20 3.4
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Financial and Tax Representations. The Vendor represents and warrants that:
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Related to Financial and Tax Representations

  • Tax Representations (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary have been or will be timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any Tax. (b) The Company and the Subsidiaries are not in violation of any material applicable tax information reporting and tax withholding obligations (or with notice or lapse of time, or both, would be in violation). Except as disclosed on Schedule 8.02, the Company and the Subsidiaries have timely withheld from, and paid over to the appropriate Taxing Authorities, and have properly reported all salaries, wages, and other compensation. Each life insurance and annuity product issued, sold or administered by, or on behalf of, the Company and the Subsidiaries has been, and is, in compliance in all material respects with Sections 72, 817, 7702 and/or 7702A of 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.

  • 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.

  • 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 Representation Letters (a) The Company shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.2(e) and Section 8.3(f), (ii) deliver to Xxxxxxx Procter LLP, counsel to the Company, and Xxxxxx & Xxxxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, a tax representation letter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of the Company, and in form and substance reasonably satisfactory to Xxxxxxx Procter LLP or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e), containing customary representations of the Company for purposes of rendering the opinions described in Section 8.2(e) and Section 8.3(e) and (iii) deliver to Wachtell, Lipton, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx Procter LLP, counsel to the Company, or other counsel described in Section 8.2(f) and Section 8.3(f), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), and signed by an officer of the Company, in form and substance reasonably acceptable to such counsel, containing customary representations of the Company as shall be reasonably necessary or appropriate to enable Xxxxxxxx, Lipton, Xxxxx & Xxxx to render an opinion on the Closing Date, as described in Section 8.2(f) (and, if required, as of the effective date of the Form S-4) and Xxxxxxx Procter LLP to render an opinion on the Closing Date, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-4). (b) Parent shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.3(e) and Section 8.2(f), (ii) deliver to Xxxxxx & Xxxxxxx LLP, counsel to Parent, or other counsel described in Section 8.3(e), tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, and in form and substance reasonably satisfactory to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e) and to the Company, containing customary representations of Parent for purposes of rendering the opinion described in Section 8.3(e) and (iii) deliver to Xxxxxxxx, Lipton, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx Procter LLP, counsel to the Company, or other counsel described in Section 8.2(f) and Section 8.3(f), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), and signed by an officer of Parent, in form and substance reasonably acceptable to such counsel, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Xxxxxxxx, Lipton, Xxxxx & Xxxx to render an opinion on the Closing Date, as described in Section 8.2(f) (and, if required, as of the effective date of the Form S-4) and Xxxxxxx Procter LLP to render an opinion on the Closing Date, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-4).

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make 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 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

  • CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007). This clause applies only if this contract exceeds (i) $100,000 if included in

  • Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

  • Tax Reports The Collateral Agent shall not be responsible for the preparation or filing of any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than in respect of the Collateral Agent’s compensation or for reimbursement of expenses.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

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