Parent Tax Representations Sample Clauses

Parent Tax Representations. (a) Parent has timely filed all material Tax Returns required to be filed by or with respect to it, all such Tax Returns are true, accurate and complete in all material respects and all Taxes shown to be due on such Tax Returns have been timely paid, collected or withheld, as the case may be. (b) Parent has withheld and paid over all material Taxes required to have been withheld and paid over and complied with all information reporting and backup withholding requirements in all material respects, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, Affiliate or other third party. (c) There are no audits, examinations, investigations or other proceedings, claims or assessments pending or threatened against Parent in respect of any material Tax, and Parent has not been notified of any proposed, considered or threatened Tax claims or assessments against it. (d) No extensions or waivers of statutes of limitation have been given or requested with respect to any Taxes of Parent. (e) Parent has not participated in a transaction that is a “listed” transaction within the meaning of Treasury Regulations Section 1.6011-2 or any similar provision of state, local or foreign law. (f) No claim has been made by any Tax Authority in a jurisdiction where Parent does not file Tax Returns that Parent is or may be subject to any Taxes assessed by such jurisdiction. (g) Parent is not liable for Taxes of any Person (other than the Transferred Companies) as a result of being a transferee or successor of such Person. (h) There are no Encumbrances for Taxes on any of the assets of Parent, other than Encumbrances for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings. This Section 6.11 constitutes the exclusive representations and warranties of the Parent with respect to Taxes, except for the representations and warranties set forth in Section 6.7 that relate to Taxes. No representation or warranty contained in this Agreement that relates to Taxes shall be deemed to apply directly or indirectly with respect to any taxable period (or portion thereof) after the date that is fifteen (15) months after the Closing Date.