Representations and Obligations Regarding Taxes. Sellers, jointly and severally, hereby represent and warrant to Buyer that:
(a) The Company has timely filed all Tax Returns that it has been required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written claim has been made by any Tax Authority in a jurisdiction where the Company does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction. There are no Liens on any of the Properties of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens for Taxes not yet due.
(b) The Company has timely withheld and paid to the appropriate Tax Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Seller or any employee, independent contractor, creditor, manager, member or other third party.
(c) There is no dispute or claim concerning any Tax liability of the Company either claimed or raised by any Tax Authority. No issue relating to Taxes has been raised in writing by a Tax Authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a Tax Authority in any completed audit or examination, that would reasonably be expected to have any adverse Tax effect on the Company or Buyer after the Closing. The Company has delivered to Buyer correct and complete copies of all income Tax Returns and other Tax Returns filed by or with respect to the Company, and all examination reports and statements of deficiencies received by the Company from a Tax Authority or assessed against or agreed to by the Company, all with respect to Tax periods beginning on or after January 1, 2016.
(d) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
(e) The unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) and (ii) do not exceed that reserve as adjusted for the passage of...
Representations and Obligations Regarding Taxes i. As used in this Paragraph “J” of this Article “7” of this Agreement, “Affiliated Group” means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local, or foreign law; “Tax” means any Federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and “Taxes” means any or all of the foregoing collectively; and “Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.
Representations and Obligations Regarding Taxes. The Company and the Seller jointly and severally represent and warrant to and agree with the Buyer as follows:
(a) There has been filed all Tax Returns or the appropriate extensions required to be filed on behalf of the Company. All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) for periods prior to the date hereof have been paid other than Taxes not yet due and payable. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. Neither the Seller nor the Company has received any claim, in writing, from a taxing authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens for Taxes not yet due.
(b) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.
(c) Seller has no reasonable basis to believe that any taxing authority intends to assess any additional Taxes owed by or pertaining to the Company for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax liability of the Company either (i) claimed or raised by any taxing authority in writing, except as described in Schedule 8.01(c) or (ii) as to which any of the directors or officers (or employees responsible for Tax matters) of the Company or the Seller has actual knowledge (after reasonable investigation) based upon personal contact with any agent of such taxing authority. Schedule 8.1 lists all federal, state, local and foreign income Tax Returns filed with respect to the Company for taxable periods ended on or after December 31, 2000, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of audit or in respect of which any written or unwritten notice of any audit or examination has been received by the Company. Except as set forth on Schedule 8.1, no issue relating to Taxes of the Company has been raised in writing by a taxing authority during any pending audit or examination, and no issue relating to Taxes of or pertaining to the Com...
Representations and Obligations Regarding Taxes. The Sellers jointly and severally represent and warrant to and agree with the Buyer as follows, in each case except to the extent set forth on Schedule 9 (and for purposes of this Section 9, the “Company” includes any corporation or other entity that at any time has been a Subsidiary of the Company (although certain representations are made in respect of the status of Subsidiaries as qualified subchapter S subsidiaries within the meaning of Section 1361(b)(3)(B) of the Code):
9.1.1 The Company has timely filed all Tax Returns that it was required to file. All of those Tax Returns were correct and complete in all material respects. Schedule 9.1.1 lists all Federal, state, local and foreign Tax Returns filed with respect to the Company for taxable periods ending after December 31, 2001. The Company has delivered to the Buyer correct and complete copies of all Federal income Tax Returns and all state and local income or franchise Tax returns for each taxable period ending after December 31, 2001. All material elections with respect to Taxes affecting the Company are disclosed on or attached to a Tax Return of the Company.
9.1.2 Except as set forth in the second succeeding sentence, all Taxes owed by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid, and the Company has made adequate accrual in its Financials for all Taxes through the date hereof not yet due and payable and will have made adequate accrual in the Closing Balance Sheet for all Taxes through the Closing Date not yet due and payable. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. The unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns.
9.1.3 The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. All private letter rulings issued by the IRS to the Company (and any correspon...
Representations and Obligations Regarding Taxes. The Company and Sellers jointly and severally represent and warrant to and agree with Buyer as follows, in each case except to the extent set forth on Schedule 10 (for purposes of this Section 10, the term “Company” shall mean the Company, together with the Company Subsidiaries):
10.1.1 The Company has duly and timely filed all Tax Returns it was required to file. All of those Tax Returns were true, correct and complete in all material respects. All material elections with respect to Taxes affecting the Company are disclosed on or attached to a Tax Return of the Company.
10.1.2 All Taxes of the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been timely paid. The Company is not the beneficiary of any extension of time within which to file any Tax Return. The Company has maintained adequate provision for Taxes (excluding amounts deferred to take into account timing differences between book and tax) payable by the Company as of the Closing Date.
10.1.3 No claim has ever been made by a Governmental Authority in a jurisdiction where the Company does not currently file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens for Taxes not yet due.
10.1.4 There is no dispute or claim concerning any Tax Liability of the Company either (A) claimed or raised by any Governmental Authority in writing or (B) to Sellers’ Knowledge based upon personal contact with any agent of any Governmental Authority. The Company has not received from any Governmental Authority any written notice of proposed adjustment, deficiency, underpayment of Taxes or any other similar notice which Taxes have not been satisfied by payment or been withdrawn, and no claims have been asserted relating to such Taxes against the Company. To Sellers’ Knowledge, no taxing authority will assert liability for any additional Taxes for any period for which Tax Returns have been filed.
10.1.5 No Tax Return has been audited, or is currently the subject of audit. Sellers have made available in the Data Room true, correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by the Company since its formation. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of tim...
Representations and Obligations Regarding Taxes. 46 ARTICLE X SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.............................................47 10.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS..47
Representations and Obligations Regarding Taxes. The Company and the Shareholder jointly and severally represent and warrant to and agree with the Buyer as follows:
(a) Except as set forth in Schedule 8.1(a), (i) all returns and reports, including without limitation, information and withholding returns and reports ("Tax Returns") of or relating to any foreign, federal, state or local tax assessment or other governmental charge (all herein referred to collectively as "Taxes" or singularly as a "Tax") that are required to be filed on or before the Closing Date by or with respect to the income, business, operations or property of the Company have been duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in such Tax Returns have been so included, (iii) all information provided in such Tax Returns is true, correct and complete, (iv) all Taxes that have become due with respect to the taxable years covered by such Tax Returns have been timely paid in full, (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) all withholding Tax requirements imposed on the Shareholder for all taxable periods through the close of business on the Closing Date have been satisfied in full in all respects.
(b) There is no claim against the Company with respect to any Taxes and no assessment, deficiency or adjustment has been asserted or proposed with respect to any Tax Return of or with respect to the Company, other than those disclosed (and to which are attached true and complete copies of all audit or similar reports) in Schedule 8.1(b).
(c) Except as set forth in Schedule 8.1(c), there is not in force any extension of time with respect to the date on which any Tax Return of or with respect to the Company is due to be or have been filed, or any waivers or agreements by or with respect to the Company of or for any extension of time for the assessment or payment of any Tax.
(d) The total amounts set up as liabilities for Taxes in the Financial Statements are sufficient to cover the payment of all Taxes, including any penalties or interest thereon and whether or not assessed or disputed, which are, or are hereafter found to be, or to have been, due with respect to the conduct of the business of the Company for the taxable periods covered thereby.
(e) The Company and the Shareholder shall grant to Buyer or its designees access at all reasonable times to all of its...
Representations and Obligations Regarding Taxes. The Company represents and warrants to, and agrees with, Parent that, except as set forth in Schedule 8.1 hereto:
(a) Each of the Company and the Subsidiary has filed all Tax Returns that it has been required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company and the Subsidiary (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. Neither the Company nor the Subsidiary is currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a taxing authority in a jurisdiction where the Company or the Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Liens on any of the Properties of the Company or the Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens for Taxes not yet due. Each of the Company and the Subsidiary has since its inception filed its Tax Returns using the accrual method of accounting.
(b) Each of the Company and the Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.
(c) There is no dispute or claim concerning any Tax liability of the Company or the Subsidiary either (i) claimed or raised by any taxing authority in writing, or (ii) as to which any Owner or other directors or officers (or employees responsible for Tax matters) of the Company or the Subsidiary has actual knowledge based upon personal contact with any agent of such taxing authority. No issue relating to Taxes has been raised in writing by a taxing authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a taxing authority in any completed audit or examination, that reasonably can be expected to recur in a later taxable period. The Company has delivered to Parent correct and complete copies of all Federal income Tax and other material Returns, examination reports and statements of deficiencies assessed against or agreed to by the Company or the Subsidiary since December 31, 2007.
(d) Neither the Company nor the Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
(e) Neither the Company nor the Subsidiary i...
Representations and Obligations Regarding Taxes. Each Company hereby represents and warrants to and agree with Buyer that, except as set forth on Schedule 8.1 hereto:
(a) Each Company has filed all federal income and all other material Tax Returns
(b) that it has been required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Companies (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. Since January 1, 2008, no claim has been made by a Taxing Authority in a jurisdiction where any Company does not file Tax Returns that such Company is subject to taxation by that jurisdiction.
Representations and Obligations Regarding Taxes i. As used in this Paragraph “J” of this Article “6” of this Agreement, “Affiliated Group” means any affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar group defined under a similar provision of state, local, or foreign law; “Tax” means any Federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and “Taxes” means any or all of the foregoing collectively; and “Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.
