Representations Specific to Distribution Tax Matters Sample Clauses

Representations Specific to Distribution Tax Matters. Octel hereby represents and warrants that it has examined copies of the Internal Revenue Service ruling request dated September 11, 1997 and the supplements thereto dated September 25, 1997, October 24, 1997, November 11, 1997, November 17, 1997, December 12, 1997, March 13, 1998, March 13, 1998, March 16, 1998, and the Internal Revenue Service private letter ruling issued to the Company dated March 13, 1998 and, to Octel's best knowledge after due inquiry, to the extent descriptive of Octel and its Subsidiaries or the Petroleum Additives Business (including, without limitation, the representations in such ruling documents to the extent that they relate to the plans, proposals, intentions or policies of Octel or its Subsidiaries), the facts presented and the representations made therein are true and correct, except to the extent that any such facts or representations: (i) set forth facts about the Company or any member of the Company Group; (ii) by their terms, express the opinions of the management of the Company regarding the management, operation or financial prospects or results of Octel or its Subsidiaries; (iii) describe or characterize the views of investors or analysts in the investment community with respect to Octel's or its Subsidiaries' financial prospects or results; (iv) describe or characterize the purpose of the Company management for the Distribution; or (v) set forth legal conclusions.
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Representations Specific to Distribution Tax Matters. (a) Ascent hereby represents and warrants that (i) it has examined the Ruling Documents and (ii) to Ascent's best knowledge after due inquiry, to the extent descriptive of Ascent and its Subsidiaries or the Ascent Business (including, without limitation, the representations in the Ruling Documents to the extent that they relate to the plans, proposals, intentions, and policies of Ascent and its Subsidiaries), the facts presented and the representations made therein are true and correct, except to the extent that any such facts or representations: (A) set forth facts about COMSAT and its Subsidiaries (other than Ascent and its Subsidiaries), INTELSAT, or Inmarsat; (B) by their terms, express the opinions of the management of COMSAT regarding the management, operation or financial prospects or results of Ascent and its Subsidiaries; (C) describe or characterize the views of investors or analysts in the investment community with respect to Ascent's financial prospects or results; (D) describe or characterize the purposes of COMSAT management for the Distribution; (E) describe or characterize events that occurred more than five years before January 15, 1997; (F) describe or analyze Federal Communications Commission rules, regulations, orders, guidelines or policies; (G) are inconsistent with statements made in Ascent's Annual Report on Form 10-K for the year ended December 31, 1996 as filed with the SEC as of March 31, 1997 and not including any subsequent amendments; (H) set forth legal conclusions; (I) are included in the request for the SEC No-Action Letter, but this exception shall not apply to the same or similar facts or representations that are set forth elsewhere in the Ruling Documents; or (J) are specifically noted in Exhibit 4.01(a) hereto. (b) Ascent hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, that would (i) cause the Distribution not to have Tax-Free Status or (ii) cause any representation or factual statement made in the Ruling Documents to be untrue in a manner which would have an adverse effect on the Tax-Free Status of the Distribution. (c) Ascent hereby represents and warrants to COMSAT that, to the knowledge of Ascent, the Distribution is not part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Ascent or any successor to Ascent.
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Representations Specific to Distribution Tax Matters a. Networks hereby represents and warrants that (i) it has examined the Ruling Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of Networks, its subsidiaries, the Networks Business, or the Networks Group) and (ii) to the extent descriptive of Networks, its subsidiaries, the Networks Business, or the Networks Group, the facts presented and the representations made therein are true and correct, except to the extent that any such facts or representations: (i) are about the General Signal Group (except for facts about the Networks Business); (ii) describe or characterize the purposes of General Signal management for the Distribution; or (iii) set forth legal conclusions. b. Networks hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, that would (i) cause the Distribution not to have Tax-Free Status or (ii) cause any representation or factual statement made in this Tax Sharing Agreement or in the Ruling Documents to be untrue in a manner that would have an adverse effect on the Tax-Free Status of the Distribution. c. Networks hereby represents and warrants that the Distribution is not part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Networks or any successor to Networks.
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Related to Representations Specific to Distribution Tax Matters

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. (b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

  • 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.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Representations and Warranties of Sub-Adviser The Sub-Adviser represents and warrants to the Adviser and the Trust as follows: (a) The Sub-Adviser is registered with the U.S. Securities and Exchange Commission as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect; (b) The Sub-Adviser will immediately notify the Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Sub-Adviser will also promptly notify the Trust and the Adviser if it, a member of its executive management or portfolio manager for the Assets is served or otherwise receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or relating to the investment advisory services of the Sub-Adviser (other than any routine regulatory examinations); (c) The Sub-Adviser will notify the Adviser immediately upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; or (b) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures relating to the Funds. (d) The Sub-Adviser is fully authorized under all applicable law and regulation to enter into this Agreement and serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (e) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (f) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its corporate members or board, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (g) This Agreement is a valid and binding agreement of the Sub-Adviser; (h) The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the form filed with the SEC and the information contained therein is accurate, current and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (i) The Sub-Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other series of the Trust, or any other registered investment company. (j) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of Manager Manager hereby represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • 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.

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