Representations Regarding Taxes Sample Clauses
The "Representations Regarding Taxes" clause requires a party to affirm certain facts or assurances about its tax status, compliance, or obligations. Typically, this clause obligates the party to confirm that all required tax returns have been filed, taxes have been paid, and there are no outstanding tax disputes or liabilities. Its core function is to provide the other party with confidence that there are no hidden tax issues that could affect the transaction or agreement, thereby allocating risk and ensuring transparency regarding tax matters.
Representations Regarding Taxes. Except as provided in Schedule 8.01 attached hereto, InterDent represents and warrants to Purchaser as follows:
(a) Each of the Dental Practices, Sellers and DCA has filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all respects. All Taxes owed by each of the Dental Practices, Sellers and DCA (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. None of the Dental Practices, Sellers and DCA is currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made against any Seller, DCA or to the Knowledge of InterDent any Dental Practice by a taxing authority in a jurisdiction where that Seller, DCA or that Dental Practice 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 assets of any Seller, DCA or to the Knowledge of InterDent any Dental Practice that arose in connection with any failure (or alleged failure) to pay any Tax, except for liens for Taxes not yet due. None of Sellers, DCA or to the Knowledge of InterDent, the Dental Practices, has entered into any closing agreement with any federal, state, local or foreign taxing authority.
(b) Each of the Dental Practices, Sellers and DCA 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 or otherwise accrued such tax on its respective balance sheet.
(c) There is no dispute or claim concerning any Tax liability of any Seller, DCA or, to the Knowledge of InterDent, any Dental Practice either (i) claimed or raised by any taxing authority in writing or (ii) as to which any of the directors or officers (or employees responsible for Tax matters) of any Seller or DCA has actual knowledge (after reasonable investigation) based upon personal contact with any agent of such taxing authority. Pursuant to Section 5.14, Sellers shall provide Purchaser a list of, to the extent available to InterDent, all Federal, state, local and foreign income Tax Returns filed with respect to each of the Dental Practices and Sellers for each taxable period ending on or after December 31, 1996 and with respect to DCA for each DCA Tax Period, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of audit or in respect o...
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.