Common use of General Tax Representations Clause in Contracts

General Tax Representations. Except as set forth on Schedule 7.9.1: (i) All material Tax returns required to be filed by or with respect to any Acquired Company have been duly and timely filed; all material items of income, gain, loss, deduction and credit or other items required to be included in each such Tax return have been so included and all such items and any other information provided in each such Tax return is true, correct and complete in all material respects; all material Taxes owed by any Acquired Company which are or have become due have been timely paid in full; no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax return or late payment of any such Tax; all material Tax withholding and material deposit requirements imposed on or with respect to any Acquired Company have been satisfied in full; and there are no Liens on any of the assets of any Acquired Company that arose in connection with any failure (or alleged failure) to pay any material Tax, except as shown on Schedule 7.23.1(a) or Schedule 7.23.1(b); (ii) All deficiencies asserted as a result of all federal, state, local and foreign Tax examinations of the Acquired Companies have been paid, fully settled or adequately provided for as a Liability in the books and records of either the Acquired Companies or ConAgra; (iii) There are no pending examinations or written claims asserted for Taxes of any Acquired Company or outstanding agreements or waivers extending the statutory period of limitation applicable to any Tax return of any Acquired Company for any period or any pending Tax litigation of any Acquired Company; (iv) No Acquired Company has filed a consent under Section 341(f) of the Code; (v) Subject to the requirements of Exhibit 5. 1.1 hereto, the amounts set up as liabilities for current and deferred Taxes in the Most Recent Balance Sheet will be sufficient to cover the payment of all material Taxes in accordance with GAAP, whether or not assessed or disputed, which are, or are hereafter found to be, or to have been, due by or with respect to the Acquired Companies up to and through the periods ending on the dates thereof; (vi) No Acquired Company has made any payments, is obligated to make any payments, or is a party to any agreement that would obligate it to make any payments that would not be deductible by operation of Section 162(m) of the Code; (vii) Since May 27, 1995, no Acquired Company (a) has been a member of an affiliated group filing a consolidated federal Income Tax return, other than the group of which ConAgra is the common parent (the "ConAgra Group"), or (b) has any Liability for the Taxes of any Person (y)

General Tax Representations. Except as set forth on Schedule 7.9.1: (i) All material The Company has duly filed all federal, state, local and foreign Non-Income Tax (as defined below) returns required to be filed by it for all Pre-Closing Periods, and the Company has duly paid or made provision in accordance with generally accepted accounting principles for the payment of all Non- Income Taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to Non-Income Taxes in such jurisdictions for such periods, whether or not in connection with such returns; (ii) The provisions for Non-Income Taxes reflected on the Final Special Purpose Balance Sheet of the Company will be established in accordance with Applicable Accounting Principles; (iii) There are no pending examinations or claims asserted for Non-Income Taxes of the Company or outstanding agreements or waivers extending the statutory period of limitation applicable to any Acquired Non-Income Tax return of the Company have been duly and timely filed; all material items for any period or any pending Non-Income Tax litigation or proceedings of income, gain, loss, deduction and credit the Company; (iv) The Company has not filed either a consent to the application of Section 341(f) of the Code (as defined below) or other items required an election to be included in each such Tax return have been so included and all such items and any other information provided in each such Tax return is true, correct and complete treated as a small business corporation under Subchapter S of the Code; (v) The Company has complied in all material respects; respects for all material Taxes owed by any Acquired Company which are or have become due have been timely paid in full; no penaltyprior periods with the payroll Tax and withholding provisions of all applicable federal, interest or state, local and other charge is or will become due with respect to the late filing of any such Tax return or late payment of any such Tax; all material Tax withholding and material deposit requirements imposed on or with respect to any Acquired Company have been satisfied in full; and there laws; (vi) There are no Liens liens on any of the assets of any Acquired of the Company that arose in connection with any failure (or alleged failure) to pay any material Tax, Non-Income Tax except as shown on Schedule 7.23.1(a) for liens for Non-Income Taxes that are not delinquent or Schedule 7.23.1(b)are being contested in good faith and for which provision in accordance with Applicable Accounting Principles has been made; (iivii) All deficiencies asserted as a result of all federal, state, local and foreign Tax examinations of the Acquired Companies have been paid, fully settled or adequately provided for as a Liability in the books and records of either the Acquired Companies or ConAgra; (iii) There are no pending examinations or written claims asserted for Taxes of any Acquired Company or outstanding agreements or waivers extending the statutory period of limitation applicable to any Tax return of any Acquired Company for any period or any pending Tax litigation of any Acquired Company; (iv) No Acquired Company has filed a consent under Section 341(f) of the Code; (v) Subject to the requirements of Exhibit 5. 1.1 hereto, the amounts set up as liabilities for current and deferred Taxes in the Most Recent Balance Sheet will be sufficient to cover the payment of all material Taxes in accordance with GAAP, whether or not assessed or disputed, which are, or are hereafter found to be, or to have been, due by or with respect to the Acquired Companies up to and through the periods ending on the dates thereof; (vi) No Acquired The Company has made any no payments, is not obligated to make any payments, or and is not a party to any agreement that would under certain circumstances could obligate it to make any payments payments, that would will not be deductible by operation of under Code Section 162(m28OG; and (viii) The Seller is a United States Person as defined in Section 7701(a)(30) of the Code; (vii) Since May 27, 1995, no Acquired Company (a) has been a member of an affiliated group filing a consolidated federal Income Tax return, other than the group of which ConAgra is the common parent (the "ConAgra Group"), or (b) has any Liability for the Taxes of any Person (y).

General Tax Representations. Except as set forth on Schedule 7.9.1: (i) All The Company and each Subsidiary has duly filed (or has been included in) all material federal, state, local and foreign Tax returns required to be filed by or with respect to any Acquired and the Company and the Subsidiaries have been duly and timely filed; paid all material items of income, gain, loss, deduction and credit or other items required to be included in each such Tax return have been so included and all such items and any other information provided in each such Tax return is true, correct and complete in all material respects; all material Taxes owed by any Acquired Company (as defined below) which are or have become due have been timely paid in full; no penalty, interest or other charge is or will become due with respect and payable pursuant to the late filing of any such Tax return or late payment of any such Tax; all material Tax withholding and material deposit requirements imposed on or with respect to any Acquired Company have been satisfied in full; and there are no Liens on any of the assets of any Acquired Company that arose in connection with any failure (or alleged failure) to pay any material Tax, except as shown on Schedule 7.23.1(a) or Schedule 7.23.1(b)returns; (ii) All deficiencies asserted as a result of all foreign, if any, U.S. federal, state, state and local and foreign Tax examinations of and relating to the Acquired Companies Company or any Subsidiary have been paid, fully settled or or, with respect to non-Income Taxes, adequately provided for as a Liability current Tax liability in the books and records of either the Acquired Companies Company or ConAgrasuch Subsidiary; (iii) There are no pending examinations or written claims asserted for Taxes of the Company or any Acquired Company Subsidiary or outstanding agreements or waivers extending the statutory period of limitation applicable to any Tax return of the Company or any Acquired Company Subsidiary for any period or any pending Tax litigation of or proceedings relating to the Company or any Acquired CompanySubsidiary; (iv) No Acquired Neither the Company nor any Subsidiary has filed either a consent under to the application of Section 341(f) of the Code (as defined below) or an election to be treated as a small business corporation under Subchapter S of the Code;; and (v) Subject to The Company and each Subsidiary has complied in all material respects for all prior and current periods with the requirements of Exhibit 5. 1.1 hereto, the amounts set up as liabilities for current and deferred Taxes in the Most Recent Balance Sheet will be sufficient to cover the payment Tax withholding provisions of all material Taxes in accordance with GAAPapplicable federal, whether or not assessed or disputedstate, which are, or are hereafter found to be, or to have been, due by or with respect to the Acquired Companies up to local and through the periods ending on the dates thereof;other laws. (vi) No Acquired None of the Company or the Subsidiaries has been a United States real property holding corporation within the meaning of Code Section 897(c)(2), during the applicable period specified in Code Section 897(c)(1)(A)(ii). (vii) None of the property owned or used by the Company or the Subsidiaries is subject to a tax benefit transfer lease executed in accordance with Section 168(f)(8) of the Internal Revenue Code of 1954, as amended by the Economic Recovery Tax Act of 1981. (viii) Except as set forth in the Disclosure Schedule, none of the property owned by the Company or the Subsidiaries is "tax-exempt use property" within the meaning of Section 168(h) of the Code. (ix) None of the Company or the Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that would under certain circumstances could obligate it to make any payments payments, that would will not be deductible by operation of under Code Section 162(m) of the Code; (vii) Since May 27, 1995, no Acquired Company (a) has been a member of an affiliated group filing a consolidated federal Income Tax return, other than the group of which ConAgra is the common parent (the "ConAgra Group"), or (b) has any Liability for the Taxes of any Person (y)280G.

General Tax Representations. Except as set forth on Schedule 7.9.1: (i) All The Company and each Subsidiary has duly filed (or has been included in) all material federal, state, local and foreign Tax returns required to be filed by or with respect to any Acquired and the Company and the Subsidiaries have been duly and timely filed; paid all material items of income, gain, loss, deduction and credit or other items required to be included in each such Tax return have been so included and all such items and any other information provided in each such Tax return is true, correct and complete in all material respects; all material Taxes owed by any Acquired Company (as defined below) which are or have become due have been timely paid in full; no penalty, interest or other charge is or will become due with respect and payable pursuant to the late filing of any such Tax return or late payment of any such Tax; all material Tax withholding and material deposit requirements imposed on or with respect to any Acquired Company have been satisfied in full; and there are no Liens on any of the assets of any Acquired Company that arose in connection with any failure (or alleged failure) to pay any material Tax, except as shown on Schedule 7.23.1(a) or Schedule 7.23.1(b)returns; (ii) All deficiencies asserted as a result of all foreign, if any, U.S. federal, state, state and local and foreign Tax examinations of and relating to the Acquired Companies Company or any Subsidiary have been paid, fully settled or or, with respect to non-Income Taxes, adequately provided for as a Liability current Tax liability in the books and records of either the Acquired Companies Company or ConAgrasuch Subsidiary; (iii) There are no pending examinations or written claims asserted for Taxes of the Company or any Acquired Company Subsidiary or outstanding agreements or waivers extending the statutory period of limitation applicable to any Tax return of the Company or any Acquired Company Subsidiary for any period or any pending Tax litigation of or proceedings relating to the Company or any Acquired CompanySubsidiary; (iv) No Acquired Neither the Company nor any Subsidiary has filed either a consent under to the application of Section 341(f) of the Code (as defined below) or an election to be treated as a small business corporation under Subchapter S of the Code;; and (v) Subject to The Company and each Subsidiary has complied in all material respects for all prior and current periods with the requirements of Exhibit 5. 1.1 hereto, the amounts set up as liabilities for current and deferred Taxes in the Most Recent Balance Sheet will be sufficient to cover the payment Tax withholding provisions of all material Taxes in accordance with GAAPapplicable federal, whether or not assessed or disputedstate, which are, or are hereafter found to be, or to have been, due by or with respect to the Acquired Companies up to local and through the periods ending on the dates thereof;other laws. (vi) No Acquired None of the Company or the Subsidiaries has been a United States real property holding corporation within the meaning of Code Section 897(c)(2), during the applicable period specified in Code Section 897(c) (1)(A)(ii). (vii) None of the property owned or used by the Company or the Subsidiaries is subject to a tax benefit transfer lease executed in accordance with Section 168(f)(8) of the Internal Revenue Code of 1954, as amended by the Economic Recovery Tax Act of 1981. (viii) Except as set forth in the Disclosure Schedule, none of the property owned by the Company or the Subsidiaries is "tax-exempt use property" within the meaning of Section 168(h) of the Code. (ix) None of the Company or the Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that would under certain circumstances could obligate it to make any payments payments, that would will not be deductible by operation of under Code Section 162(m) of the Code; (vii) Since May 27, 1995, no Acquired Company (a) has been a member of an affiliated group filing a consolidated federal Income Tax return, other than the group of which ConAgra is the common parent (the "ConAgra Group"), or (b) has any Liability for the Taxes of any Person (y)280G.