Seller Tax Representations Clause Samples
Seller Tax Representations. The Seller and each of its subsidiaries other than the Company, UMKK and UMNet filed all material Tax Returns required to be filed. All such Tax Returns disclose all Taxes required to be paid for the periods covered thereby. All material Taxes due and owing by the Seller and each of its subsidiaries other than the Company, UMKK and UMNet (whether or not shown on any Tax Return) have been paid. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Seller and each of its subsidiaries other than the Company, UMKK and UMNet. The Seller and each of its subsidiaries other than the Company, UMKK and UMNet have 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. Since December 31, 2005, no Tax Returns of the Seller and each of its subsidiaries other than the Company, UMKK and UMNet have been audited or currently are the subject of audit. There is no material dispute or claim concerning any Tax liability of the Seller and each of its subsidiaries other than the Company, UMKK and UMNet claimed or raised by any Governmental Body.
Seller Tax Representations. In addition to the representations, warranties and covenants set forth in the Asset Purchase Agreement, Seller hereby represents and warrants to Purchaser as follows:
(a) Seller is a resident of the Kingdom of the Netherlands for purposes of the US/Netherlands Treaty and is entitled to all of the benefits thereof without limitation by Article 26 thereof (entitled “Limitation on Benefits”).
(b) Seller does not have a permanent establishment in the United States for purposes of the US/Netherlands Treaty, and no royalty to be received by it pursuant to this Agreement will be attributable to such a permanent establishment for purposes of the US/Netherlands Treaty.
Seller Tax Representations. In addition to the representations, warranties and covenants set forth in the Asset Purchase Agreement, Seller hereby represents and warrants to Purchaser as follows: