Seller Tax Representations and Warranties Sample Clauses

Seller Tax Representations and Warranties. (a) Seller represents and warrants with respect to APC and the Distribution Division that, except as set forth or disclosed in Section 10.1(a) of Seller's Disclosure Schedule (i) all Tax Returns required to be filed have been filed or requests for extensions have been timely filed, (ii) all such Tax Returns are true and correct in all material respects, and (iii) all Taxes shown to be due on such Tax Returns have been paid in full. Except as set forth in Section 10.1(a) of Seller's Disclosure Schedule, no notice of deficiency or assessment has been received from any taxing authority with respect to liabilities for Taxes of APC or the Distribution Division which have not been fully paid or finally settled, and any such deficiency shown in Section 10.1(a) of Seller's Disclosure Schedule is being contested in good faith through appropriate proceedings. Except as set in Section 10.1(a) of Seller's Disclosure Schedule, there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for Taxes of APC or the Distribution Division for any period of time. Except as set forth in Section 10.1(a) of Seller's Disclosure Schedule, no audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of APC or the Distribution Division, and neither the Seller nor APC has any knowledge of any threatened action, audit, or administrative or court proceeding with respect to any Taxes or Tax Returns of APC or the Distribution Division. (b) Seller and APC are and will be members of an "affiliated group" within the meaning of Section 1504 of the Code as of the Closing Date. (c) Except as set forth in Section 10.1(c) of Seller's Disclosure Schedule, neither Seller nor APC is a party to any allocation or sharing agreement regarding Taxes with any person. (d) Seller is not a resident alien individual or foreign corporation within the meaning of Section 897 of the Code and Purchaser is not required to withhold Tax on the Purchase Price by reason of Section 1445 of the Code or any other provision. (e) Except as set forth in Section 10.1(e) of Seller's Disclosure Schedule, there are no powers of attorney in effect relating to Taxes of Seller or APC. (f) Except as set forth in Section 10.1(f) of Seller's Disclosure Schedule, there is no dispute or claim as to the Tax liability of any other person as to which Seller or APC has an indemnification obligation.
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Seller Tax Representations and Warranties. (a) Seller represents and warrants with respect to APC and the Distribution Division that, except as set forth or disclosed in Section 10.1(a) of Seller's Disclosure Schedule (i) all Tax Returns required to be filed have been filed or requests for extensions have been timely filed, (ii) all such Tax Returns are true and correct in all material respects, and (iii) all Taxes shown to be due on such Tax Returns have been paid in full. Except as set forth in Section 10.1(a) of Seller's Disclosure Schedule, no notice of deficiency or assessment has been received from any taxing authority with respect to liabilities for Taxes of APC or the Distribution Division which have not been fully paid or finally settled, and any such deficiency shown in Section 10.1(a) of Seller's Disclosure Schedule is being contested in good faith through appropriate proceedings. Except as set in Section 10.1(a) of Seller's Disclosure Schedule, there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for Taxes of APC or the Distribution Division for any period of time. Except as set forth in Section 10.1(a) of Seller's Disclosure Schedule, no audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of APC or the Distribution Division, and neither the
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Seller Tax Representations and Warranties. The Seller has not been, at any time during the financial year in which any Sale Shares held by the Seller is transferred under this Agreement, a resident in India under the IT Act.
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Related to Seller Tax Representations and Warranties

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Purchaser Representations and Warranties The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

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