Representations Regarding Taxes Sample Clauses

Representations Regarding Taxes. For purposes of this Section 2.33, the “Companies” include any Predecessor of the Companies and/or any entity that at any time has been a Subsidiary of a Company): 2.33.1 Except as set forth on Schedule 2.33.1, (a) each Company has duly and timely filed with the appropriate Tax authorities all Tax Returns it was required to file; (b) all such Tax Returns were true, correct and complete and all Taxes of the Companies (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid to the extent due and payable; (c) no Company is the beneficiary of any extension of time within which to file any Tax Return, nor has any Company waived the statute of limitation in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; (d) each Company has maintained adequate provision for Taxes (excluding amounts deferred to take into account timing differences between book and tax) payable by such Company as of the Closing Date; (e) no claim has ever been made by a Governmental Authority in a jurisdiction where such Company does not currently file Tax Returns that such Company is or may be subject to taxation by that jurisdiction; and (f) there are no Encumbrances on any of the assets of any Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Encumbrances for Taxes not yet due. 2.33.2 Except as set forth on Schedule 2.33.2, there is no audit, examination, claim, assessment, levy, deficiency, administrative or judicial proceeding, lawsuit or refund action pending or threatened (either in writing or verbally, formally or informally) with respect to any Taxes for which any Company is or might otherwise be liable and no Governmental Authority has given notice (either in writing or verbally, formally or informally) of the commencement of any audit, examination or deficiency action with respect to any such Taxes, and no issue has been raised in any audit, examination or deficiency action by any Governmental Authority that could reasonably be expected to result in the proposal or assertion of a Tax deficiency for another year not so examined. 2.33.3 Except as set forth on Schedule 2.33.3, no Tax Return of any of the Companies has been audited, or is currently the subject of audit. The Sellers have made available to Buyer, Parent and/or their representatives correct and complete copies of all of the Companies’ federal, foreign, state and local Tax Returns,...

Representations Regarding Taxes. Customer certifies that it holds the appropriate documentation issued by the sales tax authority of the state or province, or locality of its business, if necessary, which exempts Customer from the payment of sales tax. In the event that vehicles or other products purchased are used for any purpose other than for resale, Customer will pay directly to the proper taxing authorities such sale or use tax as may then accrue and be due and payable.

Representations Regarding Taxes. Dealer certifies that it holds the appropriate documentation issued by the sales tax authority of the state or province, or locality of its business, if necessary, which exempts Dealer from the payment of sales tax.