PHILLIPS TAX REPRESENTATIONS Sample Clauses

PHILLIPS TAX REPRESENTATIONS. Phillips hereby represents and warrants xx xxxx of Duke and the Compaxx xxxx, except (i) in the case of clauses (a), (b) and (c), as disclosed in Section B-6.2 of the Phillips Disclosure Schedule and (ii) to the extent that any breach, xxxxxxx or inaccuracy, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the PGC Subsidiaries: (a) as of the date of this Agreement, all Tax Returns that are required to be filed by or with respect to any of the PGC Subsidiaries have been duly filed and all such Tax Returns are complete and accurate; (b) as of the date of this Agreement, all Taxes shown to be due on the Tax Returns referred to in clause (a) have been paid in full; (c) as of the date of this Agreement, no waivers of statutes of limitation have been given by or requested with respect to any Tax Returns of any of the PGC Subsidiaries; (d) the aggregate regular federal income tax bases of the depreciable and amortizable property to be contributed by PGC to the Company pursuant to Section 2.3 of the Contribution Agreement and the years in which such basis is scheduled to be depreciated or amortized for regular federal income tax purposes, as of December 31, 1999, is not less than the amounts set forth in Schedule B-6.2(d) of the Phillips Disclosure Schedule; and (e) as of the Closing Daxx, xxx United States federal income tax purposes, each PGC Subsidiary (organized under the laws of the United States, a State of the United States or any political subdivision thereof) will constitute a partnership or will be disregarded as an entity separate from its owner (within the meaning of Treasury Regulation Section 301.7701-3).
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PHILLIPS TAX REPRESENTATIONS. Phillips hereby represents and warrants to each of Chevron and the Company that, except (i) as disclosed in Section B-6.2 of the Phillips Disclosure Schedule and (ii) to the extent that any breach, failure or inaccuracy, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on any Phillips Acquired Entity: (a) as of the date the assets are Contributed, all Tax Returns that were or are required to be filed on or prior to such date by or with respect to any Phillips Acquired Entity have been or will be duly and timely filed and all such Tax Returns are and will be complete and accurate in all material respects; (b) 175 (c) except that no representations are being made with respect to Chevron Phillips Chemical Company LP, Chevron Phillips Chemical Company LLC, Chevron Phillips Chemical Holdings I LLC and Chevron Phillips Chemical Holdings II LLC and other than those entities (or arrangements treated as entities for U.S. federal income tax purposes) identified in Section B-6. I of the Chevron Disclosure Schedule, each partnership, joint venture, limited liability company and other entity (or arrangement treated as an entity for U.S. federal income tax purposes) Contributed by Chevron or any of its Subsidiaries has since the date of its formation continually qualified and been treated as, and at the time it is Contributed will qualify and be treated as, a disregarded entity (i.e., an entity that is not treated as an entity separate from its owners under Section 301.7701-3 of the Income Tax Regulations) or a partnership for U.S. federal income tax purposes. 176 FINAL ANNEX C Continuing Indemnification Annex
Sample 1
PHILLIPS TAX REPRESENTATIONS. Xxxxxxps hereby represents and xxxxxxxs to each of Chevron and the Company that, except (i) as disclosed in Section B-6.2 of the Phillips Disclosure Schedule xxx (xx) to the extent that any breach, failure or inaccuracy, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on any Phillips Acquired Entity:
Sample 1

Related to PHILLIPS TAX REPRESENTATIONS

  • Tax Representations (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary have been or will be timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any Tax. (b) The Company and the Subsidiaries are not in violation of any material applicable tax information reporting and tax withholding obligations (or with notice or lapse of time, or both, would be in violation). Except as disclosed on Schedule 8.02, the Company and the Subsidiaries have timely withheld from, and paid over to the appropriate Taxing Authorities, and have properly reported all salaries, wages, and other compensation. Each life insurance and annuity product issued, sold or administered by, or on behalf of, the Company and the Subsidiaries has been, and is, in compliance in all material respects with Sections 72, 817, 7702 and/or 7702A of the Code.

  • Payee Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Payer Tax Representations For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.

  • Payer Tax Representation Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

  • Tax Representation Letters (a) The Company shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.2(e) and Section 8.3(f), (ii) deliver to Xxxxxxx Procter LLP, counsel to the Company, and Xxxxxx & Xxxxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, a tax representation letter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of the Company, and in form and substance reasonably satisfactory to Xxxxxxx Procter LLP or other counsel described in Section 8.2(e) and to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e), containing customary representations of the Company for purposes of rendering the opinions described in Section 8.2(e) and Section 8.3(e) and (iii) deliver to Wachtell, Lipton, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx Procter LLP, counsel to the Company, or other counsel described in Section 8.2(f) and Section 8.3(f), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), and signed by an officer of the Company, in form and substance reasonably acceptable to such counsel, containing customary representations of the Company as shall be reasonably necessary or appropriate to enable Xxxxxxxx, Lipton, Xxxxx & Xxxx to render an opinion on the Closing Date, as described in Section 8.2(f) (and, if required, as of the effective date of the Form S-4) and Xxxxxxx Procter LLP to render an opinion on the Closing Date, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-4). (b) Parent shall (i) use its reasonable best efforts to obtain the opinion of counsel referred to in Section 8.3(e) and Section 8.2(f), (ii) deliver to Xxxxxx & Xxxxxxx LLP, counsel to Parent, or other counsel described in Section 8.3(e), tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, and in form and substance reasonably satisfactory to Xxxxxx & Xxxxxxx LLP or other counsel described in Section 8.3(e) and to the Company, containing customary representations of Parent for purposes of rendering the opinion described in Section 8.3(e) and (iii) deliver to Xxxxxxxx, Lipton, Xxxxx & Xxxx, counsel to Parent, and Xxxxxxx Procter LLP, counsel to the Company, or other counsel described in Section 8.2(f) and Section 8.3(f), respectively, tax representation letters, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), and signed by an officer of Parent, in form and substance reasonably acceptable to such counsel, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Xxxxxxxx, Lipton, Xxxxx & Xxxx to render an opinion on the Closing Date, as described in Section 8.2(f) (and, if required, as of the effective date of the Form S-4) and Xxxxxxx Procter LLP to render an opinion on the Closing Date, as described in Section 8.3(f) (and, if required, as of the effective date of the Form S-4).

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. (B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement. (C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). (D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. (E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. (F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • ERISA Representations Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law).

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

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