Specific Potential Tax Liabilities and Tax Situations. (i) All material Taxes that the Company is or was required by applicable Laws to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Entity or other Person, and all IRS Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.
(ii) The Company is not a party to any joint venture, partnership or other arrangement or Contract that could be treated as a partnership for federal income tax purposes.
(iii) The Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.
(iv) Except as set forth in Section 3.13(d)(iv) of the Company Disclosure Letter, there is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company.
(v) The Company (A) has not been a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar group defined under a similar provision of state, local or foreign law), and (B) has no liability for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by Contract or otherwise.
(vi) Since the date of the Financial Statements, there has been no (A) change in method of reporting income or deductions for Tax purposes; (B) material election (or change in a material election) related to Taxes; (C) settlement or compromise of any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy related to Taxes; (D) reversal of any accrual with respect to Taxes; (E) filing of any amended Tax Return; (F) waiver of any statute of limitations with respect to Taxes; (G) agreement to any extension of time with respect to any Tax; (H) assessment or deficiency, or (I) surrender of any right to claim a refund of Taxes; in each case with respect to the Company.
(vii) The Company is not and has not been a party to any “reportable transaction” as defined in Section 1.6011-4(b) of the Treasury Regulations.
(viii) The Company is not a party to any Contract that could result s...
Specific Potential Tax Liabilities and Tax Situations. All Taxes that Seller and Subsidiary are or were required by Legal Requirements to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Body or other Person.
Specific Potential Tax Liabilities and Tax Situations. (a) All Taxes that Seller is or was required by applicable Laws to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Authority or other Person.
(b) There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by Seller.
(c) Seller (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of applicable Laws) and (B) has no liability for Taxes of any Person (other than Seller and its Affiliates) under Treas. Reg. Section 1.1502-6 (or any similar provision of applicable Laws), as a transferee or successor by contract or otherwise.
Specific Potential Tax Liabilities and Tax Situations. All Taxes that Seller is or was required by applicable Laws to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by Seller. Seller (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of applicable Laws) and (B) has no liability for Taxes of any Person (other than Seller and its Affiliates) under Treas. Reg. Section 1.1502-6 (or any similar provision of applicable Laws), as a transferee or successor by contract or otherwise.
Specific Potential Tax Liabilities and Tax Situations. Except as provided in Schedule 4.17:
Specific Potential Tax Liabilities and Tax Situations. Except as set forth in Schedule 2.14(c) of the Stockholder Disclosure Schedule:
(i) All material Taxes that the Company is or was required by Legal Requirements to withhold, deduct, or collect have been duly withheld, deducted, and collected and, to the extent required, have been paid to the proper Governmental Body or other Person;
(ii) There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation, or similar written agreement, arrangement, understanding, or practice with respect to Taxes (including any advance pricing agreement, closing agreement, or other arrangement relating to Taxes) that will require any payment by the Company;
(iii) The Company (A) has not been a member of an affiliated group within the meaning of Code § 1504(a) (or any similar group defined under a similar provision of any state, local, or foreign Legal Requirement) and (B) has no Liability for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local, or foreign Legal Requirement), as a transferee or successor by Contract or otherwise; and
(iv) To the Company’s Knowledge, the Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income tax within the meaning of Code § 6662.
Specific Potential Tax Liabilities and Tax Situations
