Common use of Income and Other Taxes Clause in Contracts

Income and Other Taxes. Except as set forth on Schedule 3.8: (a) All Tax Returns required to be filed through and including the date hereof in connection with the operations of the Seller's business are true, complete and correct in all respects and have been properly and timely filed, including any extensions of time within which to file any Tax Return, which have been timely filed. No Liens have been imposed on or asserted against any of the Assets as a result of or in connection with any failure to pay any Taxes; (b) All Taxes required to be paid or withheld and deposited through and including the date hereof in connection with the Business have been duly and timely paid or deposited by Seller. Seller has properly withheld or collected all amounts required by law for income Taxes and employment Taxes relating to its employees, creditors, independent contractors and other third parties, and for sales Taxes on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. Seller has no liabilities for any Taxes for any taxable period ending prior to or coincident with the Closing Date; and (c) No Tax Return of Seller is currently being audited or is the subject of other Action by any Governmental Entity. Seller has not received any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting Seller, the Business or the Assets and Seller has no reason to believe that any Governmental Entity may assess (or threaten to assess) any Taxes for any periods ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neoware Systems Inc)

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Income and Other Taxes. Except as set forth on Schedule 3.8SCHEDULE 5.13: (a) All Tax Returns required to be filed through and including the date hereof Closing Date in connection with the operations of the Selleresesix Tech's business are true, complete and correct in all respects and have been properly and timely filed, including any extensions of time within which to file any Tax Return, which have been timely filed. No Liens have been imposed on or asserted against any of the Assets assets of esesix Tech as a result of or in connection with any failure to pay any Taxes; (b) All Taxes required to be paid or withheld and deposited through and including the date hereof in connection with the Business Closing Date have been duly and timely paid or deposited by Selleresesix Tech. Seller esesix Tech has properly withheld or collected all amounts required by law for income Taxes and employment Taxes relating to its employees, creditors, independent contractors and other third parties, and for sales Taxes on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. Seller esesix Tech has no liabilities for any Taxes for any taxable period ending prior to or coincident with the Closing Date; and (c) No Tax Return of Seller esesix Tech is not currently being audited or is the subject of other Action by any Governmental Entity. Seller esesix Tech has not received any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting Selleresesix Tech, the Business Business, or the Assets its assets, and Seller has there is no reason to believe that any Governmental Entity may assess (or threaten to assess) any Taxes for any periods ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Neoware Systems Inc)

Income and Other Taxes. Except as set forth on Schedule 3.8: (a) All Tax Returns required to be filed through and including the date hereof in connection with the operations of the Seller's ’s business are true, complete and correct in all respects and have been properly and timely filed, including . Seller has not requested any extensions extension of time within which to file any Tax Return, which have Tax Return has not since been timely filed. No Liens have been imposed on or asserted against any of the Assets as a result of or in connection with any failure to pay any Taxes; (b) All Taxes required to be paid or withheld and deposited through and including the date hereof in connection with the Business Product Line have been duly and timely paid or deposited by Seller. Seller has properly withheld or collected all amounts required by law for income Taxes and employment Taxes relating to its employees, creditors, independent contractors and other third parties, and for sales Taxes on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. Seller has no liabilities for any Taxes for any taxable period ending prior to or coincident with the Closing Date; and (c) No Tax Return of Seller is currently being audited or is the subject of other Action by any Governmental Entity. Seller has not received any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting Seller, the Business Product Line or the Total Assets and Seller has no reason to believe that any Governmental Entity may assess (or threaten to assess) any Taxes for any periods ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Network Computing Devices Inc)

Income and Other Taxes. Except as set forth on Schedule 3.8: (a) All Tax Returns required to be filed through and including the date hereof in connection with the operations of the Seller's business Business are true, complete and correct in all material respects and have been properly and timely filed, including . Seller has not requested any extensions extension of time within which to file any Tax Return, which have Tax Return has not since been timely filed. No Liens have been imposed on or asserted against any of the Assets as a result of or in connection with any failure to pay any Taxes; (b) All Taxes required to be paid or withheld and deposited through and including the date hereof in connection with the Business have been duly and timely paid or deposited by Seller. Seller has properly withheld or collected all amounts required by law for income Taxes and employment Taxes relating to its employees, creditors, independent contractors and other third parties, and for sales Taxes on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. Seller Purchaser has no liabilities for any Taxes for any taxable period ending prior to or coincident with the Closing Date; and (c) No Tax Return of Seller is currently being audited or is the subject of other Action by any Governmental Entity. Seller has not received any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting Seller, the Business or the Total Assets and Seller has no reason to believe that any Governmental Entity may assess (or threaten to assess) any Taxes for any periods ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neoware Systems Inc)

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Income and Other Taxes. Except as set forth on Schedule 3.8: (a) All Tax Returns required to be filed through and including the date hereof in connection with the operations of the Seller's business are true, complete and correct in all respects and have been properly and timely filed, including . Seller has not requested any extensions extension of time within which to file any Tax Return, which have Tax Return has not since been timely filed. No Liens have been imposed on or asserted against any of the Assets as a result of or in connection with any failure to pay any Taxes; (b) All Taxes required to be paid or withheld and deposited through and including the date hereof in connection with the Business have been duly and timely paid or deposited by Seller. Seller has properly withheld or collected all amounts required by law for income Taxes and employment Taxes relating to its employees, creditors, independent contractors and other third parties, and for sales Taxes on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. Seller has no liabilities for any Taxes for any taxable period ending prior to or coincident with the Closing Date; and (c) No Tax Return of Seller is currently being audited or is the subject of other Action by any Governmental Entity. Seller has not received any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting Seller, the Business or the Assets and Seller has no reason to believe that any Governmental Entity may assess (or threaten to assess) any Taxes for any periods ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Egames Inc)

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