Common use of No Audits Clause in Contracts

No Audits. No audits or other examinations with respect to Taxes of the Company Group are presently in progress or have been asserted or proposed in writing. No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax in that jurisdiction.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Pluralsight, Inc.), Merger Agreement (Pluralsight, Inc.), Merger Agreement (MINDBODY, Inc.)

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No Audits. (i) No audits or other examinations with respect to Taxes of the Company Group are presently in progress or have been asserted or proposed in writing. No writing and (ii) none of the members of the Company Group has received a written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax in that jurisdiction.;

Appears in 3 contracts

Samples: Merger Agreement (EngageSmart, Inc.), Merger Agreement (Vista Equity Partners Fund Viii, L.P.), Merger Agreement (Duck Creek Technologies, Inc.)

No Audits. No audits or other examinations with respect to Taxes of the Company Group or any of its Subsidiaries are presently in progress or have been asserted or proposed in writing. No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group or any of its Subsidiaries does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax in that jurisdiction.

Appears in 3 contracts

Samples: Merger Agreement (Marketo, Inc.), Merger Agreement (Cvent Inc), Merger Agreement (Tibco Software Inc)

No Audits. No audits or other examinations with respect to material Taxes of due from or with respect to the Company Group or any of its Subsidiaries by any Governmental Authority are presently in progress or have been asserted asserted, threatened or proposed in writing. No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group or any of its Subsidiaries does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax in that jurisdiction.

Appears in 2 contracts

Samples: Merger Agreement (Linkedin Corp), Merger Agreement

No Audits. (i) No audits or other examinations with respect to material Taxes of the Company Group are presently in progress or have been asserted or proposed in writing. No writing and (ii) none of the members of the Company Group has received a written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to material tax in that jurisdiction.;

Appears in 2 contracts

Samples: Merger Agreement (Carrols Restaurant Group, Inc.), Merger Agreement (Restaurant Brands International Limited Partnership)

No Audits. No audits or other examinations with respect to Taxes of the Company Group are presently in progress or have been asserted or proposed in writing. No written claim has ever been made received by the Company within the past three (3) years from a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Ellie Mae Inc)

No Audits. No To the Knowledge of the Company, as of the date of this Agreement, no audits or other examinations with respect to material Taxes of the Company Group are presently in progress or have been asserted or proposed in writing. No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax Tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Mobileiron, Inc.)

No Audits. (i) No audits or other examinations with respect to Taxes of the Company Group are presently in progress or have been asserted or proposed in writing. No writing and (ii) none of the members of the Company Group has received a written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax Tax in that jurisdiction.;

Appears in 1 contract

Samples: Merger Agreement (HireRight Holdings Corp)

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No Audits. No Except as set forth on Section 3.17(c) of the Company Disclosure Letter, no audits or other examinations with respect to any material amounts of Taxes of the Company Group are presently in progress or have have, since October 1, 2014, been asserted or proposed in writing. No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to material amounts of tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Monotype Imaging Holdings Inc.)

No Audits. No audits or other examinations with respect to any material amounts of Taxes of the Company Group are presently in progress or have have, since October 1, 2014, been asserted or proposed in writing. No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to material amounts of tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Nutraceutical International Corp)

No Audits. No audits There are no pending (or threatened in writing) audits, examinations, investigations or other examinations proceedings in respect of Taxes or Tax matters with respect to Taxes of the Company Group are presently in progress or have been asserted or proposed in writingCompany. No written claim has ever been made by a Governmental Authority Entity in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax in taxation by that jurisdiction.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)

No Audits. No audits or other examinations with respect to Taxes of the Company Group are presently in progress or have been asserted or proposed in writingwriting (or, to the Knowledge of the Company, otherwise). No written claim has ever been made by a Governmental Authority in a jurisdiction where the Company Group does not file Tax Returns that the Company or such Subsidiary, as the case may be, is or may be subject to tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Omnicomm Systems Inc)

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