Common use of Miscellaneous Tax Representations Clause in Contracts

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 each 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. No Neither the Company ornor, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to such the Company or any of the assets of such the Company. Except as listed on Schedule 3.23(c3.19(c), no 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 any the Company by reason of Section 162(m) or Section 280G of the Code. No The Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Except as listed on Schedule 3.23(c3.19(c), no the Company has ever 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 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. No Neither the Company ornor, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to such the Company or any of the assets of such the Company. Except as listed on Schedule 3.23(c3.22(c), no 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 any the Company by reason of Section 162(m) or Section 280G of the Code. No The Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Except as listed on Schedule 3.23(c3.22(c), no the Company has ever 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 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(c3.19(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(c3.19(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 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(c3.19(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(c3.19(c), no Company has ever been a member of any group that filed a consolidated federal income tax return.