Miscellaneous Tax Representations Clause Samples
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by each Company from and with respect to all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. No Company or, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to such Company or any of the assets of such Company. Except as listed on Schedule 3.23(c), no Company is a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by any Company by reason of Section 162(m) or Section 280G of the Code. No Company is a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Except as listed on Schedule 3.23(c), no Company has ever been a member of any group that filed a consolidated federal income tax return.
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by Seller from and in respect of all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. Neither Seller nor, to Seller's Knowledge, any other corporation has filed an election under Section 341(f) of Code that is applicable to Seller or any of the Purchased Assets. Seller is not a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by Seller by reason of Section 280G of the Code. Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Seller has never been a member of any group that filed a consolidated federal income tax return.
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by each Acquired Company from and with respect to all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. No Acquired Company nor, to Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of Code that is applicable to any Acquired Company or any of the Assets. No Acquired Company is a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by any Acquired Company by reason of Section 280G of the Code. No Acquired Company is a "foreign person" within the meaning of Section 1445(f)(3) of the Code. No Acquired Company has ever been a member of any group that filed a consolidated federal income tax return.
Miscellaneous Tax Representations. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by Company by reason of Section 280G of the Code. Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Since October of 1988, Company has not been a member of any group that filed a consolidated, combined or unitary federal, state or foreign income Tax Return. Neither Company nor any of its subsidiaries has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. Company and each of its subsidiaries have disclosed on their
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by the Company from and with respect to all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. The Company is not a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by the Company by reason of Section 162(m) or Section 280G of the Code. The Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Neither Aerospace nor any Subsidiary has ever been a member of any group other than the Company that filed a consolidated federal income tax return.
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by Company from and with respect to all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. Neither Company nor, to Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of Code that is applicable to Company or any of the Assets. Company is not a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by
Miscellaneous Tax Representations. None of the assets of the Company directly or indirectly secures any debt the interest on which is Tax-exempt under Section 103(a) of the Code. None of the assets of the Company is "tax-exempt use property" within the meaning of Section 168(h) of the Code. The Company has not ever participated in and is not participating in an international boycott within the meaning of Section 999 of the Code. The Company has not and has not had a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States and such foreign country.