Tax Agreements and Arrangements Sample Clauses

Tax Agreements and Arrangements. Effective on the date of this Agreement, all agreements and arrangements pursuant to which any Company makes a payment of Tax with respect to a consolidated, combined or unitary group that includes a corporation other than the Companies are terminated with respect to the Companies, and the Companies shall not have any liability under any such agreement or arrangement.

Tax Agreements and Arrangements. Company is in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any government to which it may be subject or which it may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance. No property of Company (i) is subject to a tax benefit transfer lease subject to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, (ii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code, or (iii) secures any debt the interest on which is exempt from Tax under Section 103 of the Code.

Tax Agreements and Arrangements. The Company is in compliance with any applicable Tax exemptions or Tax Orders of any Governmental Entity or Tax Authority to which it may be subject or that it may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance. The Company has not been a party to any Tax sharing or Tax indemnification Contract.

Tax Agreements and Arrangements. Except as set forth in Schedule 3.6(l), the Company has never (i) been party to any Tax allocation, Tax sharing or Tax indemnification Contract or (ii) any liability for the Taxes of any Person (A) as a transferee or successor, (B) by Contract, (C) except with respect to the Topline Group, under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or (D) otherwise. The Company is in compliance with the terms and conditions of all applicable Tax exemptions, Tax Contracts or Tax Orders of any Governmental Entity to which the Company may be subject or that the Company may have claimed, and consummation of the transactions contemplated by this Agreement will not have any adverse effect on such compliance. No property of the Company (i) is “tax-exempt use property” within the meaning of Section 168(h) of the Code or (ii) secures any debt the interest on which is exempt from Tax under Section 103 of the Code.

Tax Agreements and Arrangements. Company (i) is not currently a party to any Tax sharing, Tax allocation, or Tax indemnity agreement, and (ii) is in compliance with the terms, conditions and requirements of any Tax exemptions specifically granted to Company by any Tax authority, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance. To Shareholder’s Knowledge, no property of Company (i) is subject to a tax benefit transfer lease subject to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, (ii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code, or (iii) secures any debt the interest on which is exempt from Tax under Section 103 of the Code.

Tax Agreements and Arrangements. The Group Companies are in compliance with Tax exemptions or Tax Orders of any Regulatory Authority to which the Group Companies may be subject or that the Group Companies may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance. No Group Company has been a party to any Tax sharing, Tax indemnification, or similar Contract (excluding Contracts entered into in the Ordinary Course, the principal purpose of which is not Taxes) for which the Group Company may remain, after the Closing Date, liable for Taxes. No Group Company has requested, offered to enter into, or entered into any Contract, or executed any waiver, providing for any extension of time within which: (i) to file any Tax Return covering any Taxes for which it is or may be liable; (ii) to file any elections, designations or similar filings relating to Taxes for which it is or may be liable; (iii) it is required to pay or remit any Taxes or amounts on account of Taxes; or (iv) any Regulatory Authority may assess or collect Taxes for which it is or may be liable, in each case, which waiver remains outstanding and excluding automatic extensions of time to file Tax Returns.

Tax Agreements and Arrangements. Company is in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or contracts or Tax orders of any government or governmental entity to which it may be subject or that it may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance. A true, correct and complete copy of all such Tax exemptions, Tax agreements or contracts or Tax orders have been delivered to NRC. No property of Company (i) is subject to a tax benefit transfer lease subject to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, (ii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code or (iii) secures any debt the interest on which is exempt from Tax under Section 103 of the Code.

Tax Agreements and Arrangements. The Company and the Shareholders attributable to his or her respective ownership interest in the Company, as the case may be, are in compliance with the terms and conditions of any applicable Tax exemptions, Tax Contracts or Tax Orders of any government or Governmental Entity to which it may be subject or that it may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance.

Tax Agreements and Arrangements. Effective as of the Closing Date, all agreements and arrangements or Tax sharing practices pursuant to which WWI or any Company makes a payment of Tax with respect to a consolidated, combined, or unitary group that includes a corporation other than WWI and the Companies are terminated with respect to WWI and the Companies, and Parent covenants to Purchaser that neither WWI nor any Company shall have any liability under any such agreement or arrangement.

Tax Agreements and Arrangements. The Companies are not parties to, and have no obligation under, any Tax Sharing Agreement. The Companies are in compliance with the terms and conditions of all applicable Tax exemptions, Tax Contracts or Tax Orders of any Governmental Entity to which the Companies may be subject or that the Companies may have claimed, and consummation of the transactions contemplated by this Agreement will not have any adverse effect on such compliance. No property of the Companies (A) is subject to a tax benefit transfer lease subject to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, (B) is “tax-exempt use property” within the meaning of Section 168(h) of the Code. or (C) secures any debt the interest on which is exempt from Tax under Section 103 of the Code.