Common use of Miscellaneous Tax Representations Clause in Contracts

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. Neither the Company nor, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to the Company or any of the assets of the Company. Except as listed on Schedule 3.19(c), 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. Except as listed on Schedule 3.19(c), the Company has never been a member of any group that filed a consolidated federal income tax return.

Appears in 1 contract

Samples: Purchase Agreement (Hallmark Financial Services Inc)

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Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by the 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. Neither the No Company noror, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to the such Company or any of the assets of the such Company. Except as listed on Schedule 3.19(c), the no 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 any Company by reason of Section 162(m) or Section 280G of the Code. The No Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Except as listed on Schedule 3.19(c), the no Company has never ever been a member of any group that filed a consolidated federal income tax return.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hallmark Financial Services Inc)

Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by the 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. Neither the No Company noror, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to the such Company or any of the assets of the such Company. Except as listed on Schedule 3.19(c), the no 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 any Company by reason of Section 162(m) or Section 280G of the Code. The No Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Except as listed on Schedule 3.19(c), the no Company has never ever been a member of any group that filed a consolidated federal income tax return.

Appears in 1 contract

Samples: Purchase Agreement (Hallmark Financial Services Inc)

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. Neither the Company nor, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to the Company or any of the assets of the Company. Except as listed on Schedule 3.19(c3.22(c), 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. Except as listed on Schedule 3.19(c3.22(c), the Company has never been a member of any group that filed a consolidated federal income tax return.

Appears in 1 contract

Samples: Purchase Agreement (Hallmark Financial Services Inc)

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Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by the 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. Neither the No Company noror, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to the such Company or any of the assets of the such Company. Except as listed on Schedule 3.19(c3.23(c), the no 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 any Company by reason of Section 162(m) or Section 280G of the Code. The No Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Except as listed on Schedule 3.19(c3.23(c), the no Company has never ever been a member of any group that filed a consolidated federal income tax return.

Appears in 1 contract

Samples: Purchase Agreement (Hallmark Financial Services Inc)

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