SELLER'S REPRESENTATIONS RESPECTING TAX RETURNS Sample Clauses

SELLER'S REPRESENTATIONS RESPECTING TAX RETURNS. The Seller, as Managing Member of Epicurean, will cause to be filed and paid in a timely manner all applicable federal, state and local taxes related to income received from Epicurean up to and through December 1, 2002. Seller warrants that all tax returns filed or to be filed by or on behalf of Xxxxxx Xxxxxxxxx, and related to income or loss from Epicurean are, or will be, substantially accurate, and to the best of Seller's knowledge will not result in any future claim against the assets of Epicurean in Buyer's hands. Seller also warrants that no examination of any of the tax returns of Xxxxxx Xxxxxxxxx is pending, and that neither Epicurean or Xxxxxx Xxxxxxxxx has been notified by any taxing authority of an intent to conduct an examination of any such tax return. Seller further warrants that Xxxxxx Xxxxxxxxx is responsible for and will timely pay all income tax liabilities of Epicurean up to the date of Closing.
Sample 1
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SELLER'S REPRESENTATIONS RESPECTING TAX RETURNS. The Seller, as Managing Member of Epicurean, will cause to be filed and paid in a timely manner all applicable federal, state and local taxes related to income received from Epicurean up to and through December 31, 2006. Seller warrants that all tax returns filed or to be filed by or on behalf of VCG., and related to income or loss from Epicurean are, or will be, substantially accurate, and to the best of Seller’s knowledge will not result in any future claim against the assets of Epicurean in Buyer’s hands. Seller also warrants that no examination of any of the tax returns of VCG is pending, and that neither Epicurean or VCG has been notified by any taxing authority of an intent to conduct an examination of any such tax return. Seller further warrants that VCG is responsible for and will timely pay all income tax liabilities of Epicurean up to the date of Closing.
Sample 1

Related to SELLER'S REPRESENTATIONS RESPECTING TAX RETURNS

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Representations Respecting Sub-Adviser The Manager agrees that neither the Manager, nor affiliated persons of the Manager, shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust’s shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

  • Manager's Representations The Manager represents and warrants that (i) it is registered as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) it has the authority to enter into and perform the services contemplated by this Agreement, and (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Depositor's Representations Depositor represents as follows:

  • Assignor’s Representations The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

  • Seller Representations Seller hereby represents and warrants that:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Representations Respecting Subadvisor The Manager and the Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor. The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

  • VENDOR'S REPRESENTATIONS The Vendor's representations contained in this Agreement will be true.

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