Fundamental Tax Warranties Sample Clauses

Fundamental Tax Warranties. 12.1.1 Without prejudice to the right of the Purchaser to claim on any other basis or take advantage of any other remedies available to it, if any of the Fundamental Tax Warranties is breached, the Vendor undertakes to pay to the Purchaser on demand subject to the provisions of Schedule 5:
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Fundamental Tax Warranties. 1.1.1 Provision or reserve (as appropriate) has been made in the Accounts in accordance with generally accepted accounting practice for all Tax, including deferred tax, liable to be assessed on the Target or for which the Target is accountable in respect of all income, profits or gains earned, accrued or received on or before the Accounts Date or deemed to have been or treated for Taxation purposes as earned, accrued or received on or before the Accounts Date, and in respect of any act, omission, transaction or other event occurring or deemed to have occurred on or before the Accounts Date.
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Related to Fundamental Tax Warranties

  • Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”).

  • Purchaser’s Warranties The Purchaser represents and warrants to the Seller that:

  • Seller’s Warranties Seller hereby represents and warrants to Buyer as of the Effective Date and again as of XXX that:

  • Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.

  • Representations, Warranties and Agreements of the Selling Stockholders Each Selling Stockholder, severally and not jointly, represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Representations, Warranties and Agreements of Purchaser (a) The Purchaser hereby represents and warrants to the Seller, as of the date hereof (or such other date as is specified in the related representation or warranty) as follows:

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Representations, Warranties and Covenants of Distributor Distributor hereby represents, warrants and covenants as follows:

  • Representations; Warranties Any representation or warranty made by any Loan Party herein or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

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