Poly pharmaceutical use is defined as simultaneous use of six (6) or more medications from different drug classes and/or simultaneous use of three (3) or more medications from the same drug class; and
Poly. Cell has furnished to Polypride and Sealed Air a true and complete list of the respective name, years of service and current annual salaries and other compensation of each of the employees of the Acquired Business.
Poly. Cell represents, warrants and agrees that it will hold, and will cause any Permitted Transferee to hold, any Sealed Air Shares received by Poly-Cell or such Permitted Transferee pursuant to this Agreement for Poly-Cell's own account or for the account of such Permitted Transferee and not with a view to any resale or distribution thereof in any manner not in compliance with the Securities Act and the rules and regulations thereunder. Poly-Cell agrees with Sealed Air that:
Poly. Cell shall have withheld or collected from each payment made to each employee of Poly-Cell the amount of all taxes required to be withheld or collected therefrom and the same, to the extent due and payable, shall have been paid to the proper tax depositories or collecting authorities.
Poly. Cell shall, within ten (10) days after the Closing Date, prepare and file a properly completed sales tax return with the Mississippi State Tax Commission and pay all sales taxes, interest and damages which Poly-Cell owes. Poly-Cell shall furnish copies of the sales tax return and proof of payment to Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow. If Poly-Cell fails to timely prepare and file a sales tax return and pay all required amounts, Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow, shall pay the sum held in escrow to the Mississippi State Tax Commission, to be applied to sales taxes, interest and damages which Poly-Cell owes.
Poly. Cell's corporate minute books, stock records, or income tax records, and other records of Poly-Cell relating exclusively to other Excluded Assets.
Poly. Flex UK Income Taxes and Tax Returns. Except as disclosed on Schedule 4.10, all Tax Returns required to be made, submitted or given to any Tax Authority by Poly-Flex UK on or before the date hereof have been properly and duly prepared and punctually made, submitted or given and are up-to-date and correct, and all Income Tax shown as due on such Tax Returns has been paid.
Poly. Flex UK has been properly admitted to participation in the Cookson UK Trust and such particixxxxxx has been approved by the Inland Revenue.
Poly. Flex UK is a company incorporated, registered and validly existing under the laws of England and Wales, and has full corporate power and authority to own, lease and operate the properties and assets owned, leased or operated by it and to carry out its business as presently conducted. Poly-Flex UK is qualified to do business as a foreign corporation under the laws of each jurisdiction identified on Schedule 4.1, and is qualified to do business as a foreign corporation under the laws of each other jurisdiction in which either the ownership or use of the properties owned, leased or used by it or the nature of the activities conducted by it requires such qualification, other than any jurisdiction in which the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Company.
Poly. Flex UK is not and has not during its period of ownership by the Seller agreed to become an agent, manager or factor for the purposes of Section 47 of the VATA ) (agents, etc.) of a person not resident in the United Kingdom.
