Other Tax-Related Matters. Each of the provisions of Annex C, which address various tax-related matters, is incorporated into and shall constitute a part of this Agreement.
Other Tax-Related Matters. The Company represents that, other than as disclosed in Section 2.12.3 of the Seller Disclosure Schedule and other than with respect to items the inaccuracy of which could not reasonably be expected to result in a Material Adverse Change:
(i) the Company has not filed or been included in a combined, consolidated or unitary return (or substantial equivalent thereof) of any Person other than the Company;
(ii) the Company is not liable for Taxes of any Person other than the Company, or currently under any contractual obligation to indemnify any Person with respect to Taxes, or a party to any tax sharing agreement or any other agreement providing for payments by the Company with respect to Taxes;
(iii) the Company is not a party to any joint venture, partnership or other arrangement or contract which could be treated as a partnership for United States federal income tax purposes;
(iv) the Company is not a party to any agreement, contract, arrangement or plan that would result (taking into account the transactions provided for in this Agreement), separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”);
(v) the Company is not a “consenting corporation” under Section 341(f) of the Code or any corresponding provision of state, local or foreign law; and
(vi) the Company has not made an election nor is it required to treat any of its assets as owned by another Person for federal income tax purposes or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code (or any corresponding provision of state, local or foreign law).
Other Tax-Related Matters. 19.6.1 The Buyer covenants and agrees to notify the Seller of any Tax refund, reimbursement or similar payment received by the Company or its Subsidiaries relating to a period prior to the Closing and to pay any such Tax refund, reimbursement or similar payment to the Seller within 30 days of receipt.
19.6.2 The Buyer shall not file (or cause the Company or its Subsidiaries to file or agree to) any amendments to Tax returns, reports, notifications, elections and similar filed, made or applied by the Seller or the Company prior to the Closing without the prior written consent of the Seller, such consent not to be unreasonably withheld. The Buyer covenants and agrees to notify the Seller of any request from a Tax authority to audit or commence other proceeding regarding the Tax returns, reports, notifications, elections and similar filed, made or applied by the Seller or the Company prior to the Closing.
19.6.3 The Parties agree that any refund of Tax received by any MedTech Company and arising from any payment of Tax earlier than the Closing Date shall belong to the Seller. The Parties specifically agree that this shall apply a certain matter related to VAT withheld by the Polish authorities on inter-company import-export between Vietnam, Poland and Denmark for which the authorities recently ruled that Pulse Polska should receive a refund of approximately PLN 4.7 million.
Other Tax-Related Matters. Other than as disclosed in Section 2.12.3 of the AUSA Disclosure Schedule and other than with respect to items the inaccuracy of which could not have a Material Adverse Effect, each of AUSA and the AUSA Subsidiaries:
(i) has not filed or been included in a combined, consolidated or unitary return (or substantial equivalent thereof) of any Person other than AUSA;
(ii) is not liable for Taxes of any Person other than AUSA or the AUSA Subsidiaries, or currently under any contractual obligation to indemnify any Person with respect to Taxes, or a party to any tax sharing agreement or any other agreement providing for payments by AUSA or any of the AUSA Subsidiaries with respect to Taxes; (iii) is not a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for United States federal income tax purposes;
Other Tax-Related Matters. Other than as disclosed in Section 2.12.3 of the AUSA Disclosure Schedule and other than with respect to items the inaccuracy of which could not have a Material Adverse Effect, each of AUSA and the AUSA Subsidiaries: AGREEMENT AND PLAN OF MERGER
(i) has not filed or been included in a combined, consolidated or unitary return (or substantial equivalent thereof) of any Person other than AUSA;
(ii) is not liable for Taxes of any Person other than AUSA or the AUSA Subsidiaries, or currently under any contractual obligation to indemnify any Person with respect to Taxes, or a party to any tax sharing agreement or any other agreement providing for payments by AUSA or any of the AUSA Subsidiaries with respect to Taxes;
(iii) is not a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for United States federal income tax purposes;
(iv) is not a party to any agreement, contract, arrangement or plan that would result (taking into account the transactions contemplated by this Agreement), separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code;
(v) is not a “consenting corporation” under Section 341(f) of the Code or any corresponding provision of state, local or foreign law; and
(vi) has neither made an election nor is it required to treat any of its assets as owned by another Person for federal income tax purposes or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code (or any corresponding provision of state, local or foreign law).
