TAX AND SOCIAL SECURITY. (a) So far as the Seller is aware, each Company has:
(i) duly and timely complied with all requirements in the matter of Tax;
(ii) duly and timely filed all compulsory Tax returns, if any, with the competent Tax authorities and the information provided thereby are correct, complete and not misleading;
(iii) fully and timely made all payments, assessments, withholdings as well as fully and timely paid any penalties and interest with respect to Taxes as resulting from the filed returns and any notice, assessment or injunction received from any relevant Tax authority;
(iv) made adequate and full provisions in the Financial Statements for all Tax obligations and liabilities; and
(v) not received any assessment, injunction, request for payment which remain outstanding and unpaid, or other communication from any Tax authority since the date of its incorporation and there are no circumstances that may give raise to any such assessment, injunction or request for payment.
(b) Each Company is not subject to any Tax related proceedings or disputes pending before any Public Authority or any other authority or competent body. No inspection, assessment or dispute by any competent body is expected or formally threatened against each Company.
TAX AND SOCIAL SECURITY. (i) To the best of the Seller's knowledge: (x) the Group Companies and all partnerships regardless of type (including VOF s, XXXx and others) in which a Group Company has an interest as well as all branches of such partnerships and Group Companies have filed by their deadlines correctly completed tax and social security reports and returns with the competent authorities; (y) these reports and returns have been and remain true and complete and do not contain any errors, omissions or inaccurate statements; and (z) the Group Companies have complied with all applicable tax regulations and have not received any notice from any tax administration questioning any such compliance;
(ii) the Group Companies are not delinquent in the payment of any taxes, duties and contributions payable by them (other than amounts that the Group Companies are contesting in good faith and are properly reserved in the June 30 Financial Statements in accordance with French GAAP);
(iii) the reserves and provisions for accrued tax and social security liabilities set forth in the June 30 Financial Statements are adequate in accordance with French GAAP.
(b) Except as set forth in EXHIBIT 3.10(B), none of the Group Companies is the subject of any tax or social security audit or control, or, to the best of the Seller's knowledge, has received any request for information from the tax or social security authorities.
(c) The Seller has made available to the Purchaser complete and accurate copies of all material tax and social security reports and returns filed by the Company and certain other Group Companies from January 1, 1996 through July 8, 1999. Each of the Group Companies has fulfilled its obligations concerning time limits in which to preserve documents and in the case of companies incorporated in France, as these time limits are provided in commercial or tax regulations (and in particular, without limitation, by Article L 102 B of the French Book of Tax Procedures), except with respect to certain documents destroyed in a fire in Le Havre in August 1997.
(d) The Group Companies organized under the laws of France have joined the tax consolidated group of which the Seller is the parent company in accordance with the provisions of Article 223 A et seq. of the Xxxxxx Xxxxxxx Tax Code, and the Seller and the Group Companies have duly and timely complied with all the formalities required to that effect and to the effect of maintaining the Group Companies within the group until the First Closin...
TAX AND SOCIAL SECURITY. 6.1 The Executive and the Company wish to make use of the so-called 30%-ruling, as laid down in the relevant provisions of the 0000 Xxxxx Xxxx Tax Act and the 0000 Xxxxx Xxxx Tax Implementation Decree. The Company and Executive will therefore file an application for the 30%-ruling. Only if and when the facility is granted, the following is applicable:
(a) If and to the extent that the Executive is eligible for a tax-free reimbursement for extra-territorial expenses based on the relevant provisions of the 0000 Xxxxx Xxxx Tax Implementation Decree, it will be agreed that the remuneration for present board member activities agreed with the Executive will be reduced for civil law purposes in such a way that 100/70 of the thus agreed remuneration for present board member activities is equal to the originally agreed remuneration for present board member activities.
(b) If and to the extent that (a) is applied, the Executive shall receive from the Company reimbursement for extra-territorial expenses equal to 30/70 of the thus agreed remuneration for present board member activities. This allowance is tax-free, the 0000 Xxxxx Xxxx Tax Act allowing.
(c) The ‘agreed remuneration for present board member activities’ as described in part (a) concerns all the actual to-be-paid or to-be-provided remuneration for present board member activities as described in the 1964 Dutch Wage Tax Act and the provisions based on it.
TAX AND SOCIAL SECURITY. (a) The Companies: (i) have duly and timely complied with all requirements in the matter of Tax; (ii) have duly and timely filed all compulsory Tax returns with the competent Tax authorities and institutes and the information provided thereby are correct, complete and not misleading; (iii) have fully and timely made all payments, assessments, withholdings as well as fully and timely paid any penalties and interest with respect to Taxes as resulting from the filed returns and any notice, assessment or injunction received from any relevant Tax authority or institute; (iv) have made adequate and full provisions in the Accounts for all Tax obligations and liabilities; and (v) have not received any assessment, injunction, request for payment which remain outstanding and unpaid, or other communication from any Tax authority or institute over the last six years and there are no circumstances that may give raise to any such assessment, injunction or request for payment.
(b) Snoline has requested the Revenues Office of Gorgonzola a formal statement for compliance and tax regularity by means of a form dated 12 December 2006, No. Prot. 2006054971 Progr. No. 2006011008.
(c) With the exception of the reserve for revaluation, the distributable reserves of the Companies as shown in the relevant Accounts are freely distributable and the distribution of the said reserves will not give rise to any Tax liability in the hands of the Companies under Tax laws and regulations in force at the Completion Date.
(d) The Companies are not subject to any Tax grouping arrangements that will be negatively impacted by the transactions contemplated herein. All transactions between the Companies have been carried out on an arms’ length basis.
(e) The Companies are not subject to any Tax related proceedings or disputes pending before any authority or any other competent body. No inspection, assessment or dispute by any competent body is expected or formally threatened against any of the Companies.
(f) The Companies have not been a party to any transaction or series of transactions which is or forms part of a scheme for the evasion (equals evasione) of Tax or which can reasonably be considered as such.
(g) For the purpose of Tax, the Companies are and have been resident only in the jurisdiction in which they are incorporated and do not have nor had a permanent establishment or permanent representative or other taxable presence in any jurisdiction other than in which they are resident for Tax...
TAX AND SOCIAL SECURITY. (a) The Group Companies: (i) have filed on a timely basis subject to applicable extensions that avoid interest and penalties all compulsory Tax and social security returns (and other statutory filings) with the competent tax and social security authorities and all such returns (and other statutory filings) were complete in all material respect and correct as to the amount of Taxes due; (ii) have made all payments and withholdings with respect to taxes and social security matters as resulting from the filed returns and any assessment or injunction received from any relevant Tax and social security authority within the legally prescribed time limits; and (iii) have not received any assessment, injunction, request for payment or other written communication from any Tax or social security authority over the last three years, other than for negligible amounts, that are still pending.
(b) The provisions recorded in the Management Accounts as at 31 July 2006 are sufficient to pay all Taxes due or accrued at 31 July 2006 (regardless of the date on which payment is due).
(c) None of the Group Companies is or has been in the past three years, the subject of any inspection, inquiry, audit or any court or administrative proceedings with respect to payment of or liability for any Tax. None of the Group Companies has received any written request for information or written notice from Tax authorities in this respect and, to the Seller's knowledge, no such request or inspection is anticipated.
(d) The Group Companies have duly submitted all claims and disclaimers necessary to preserve their rights in the computation or payment of any Tax.
(e) The Group Companies have complied in all material respect with all statutory provisions relating to Taxation which require the deduction of Taxes from any payment made by it, and have properly accounted to the appropriate Taxation authority for any such Taxation, which ought to have been accounted for.
(f) The Group Companies have no liability (whether actual or contingent) in respect of any registration, capital, stamp or similar duties not fully provided for in the Financial Statements, as adjusted for transactions in the ordinary course of business from the date of such Financial Statements through the Closing.
(g) The Seller is not aware that any Group Company has entered into any transactions which under a Tax authority audit are likely to be disqualified or recharacterised by the competent authorities on the grounds that they a...
TAX AND SOCIAL SECURITY. Each of the Yelmo Group Companies
(i) is current with payment of all its tax and social security obligations, including those related to salary, and does not have any liabilities apart from those expressly appearing in the Yelmo Financial Statements; (ii) has presented in due time and form all required declarations concerning all types of tributes, including for those purposes social security quotes; (iii) has established sufficient reserves in the Yelmo Financial Statements for all those tributes or payments to social security that having come due have not been paid yet; (iv) has not carried out any operation that may be qualified as fictitious, irregular or unusual: (v) except as listed in Schedule A.12, is not involved in, nor has there been threatened, any litigation, administrative, judicial or other types of procedures, tax or labor inspection in relation to all tax and social security matters, nor does it have reasons or motives to believe that it may be in the future.
TAX AND SOCIAL SECURITY. Compliance The Seller has duly performed all its obligations of a tax and Social Security nature. The Seller has not received notice of assessments for taxes due nor are there pending before any judicial or administrative authority actions or proceedings relating to its tax or social security obligations.
TAX AND SOCIAL SECURITY. EQUALIZATION For the duration of his secondment to the United States, it is agreed that the employee should bear income tax and social security charges on his Professional Income (i.e., annual gross reference salary and performance bonus as defined in (i) and (ii) in article 8, but excluding any professional income relating to any equity-based compensation) which are no higher and no lower than the income tax and social security that he would have paid had he remained in France. Consequently, for the duration of the secondment, the Company will bear the United States Federal and California State income taxes due on his Professional Income as well as on the Benefits. The Company will also bear any French social security contributions due on such Benefits. For the 3/7
TAX AND SOCIAL SECURITY the Seller represents and warrants to the Buyer that the Company:
(a) has drawn up and timely filed or will file on a timely basis with the appropriate authorities all compulsory tax and social security returns;
(c) has made all payments and/or withholdings due with respect to taxes and social security matters due and payable or made adequate provision for the payment of all taxes to be due and payable according to any applicable provision of law (including direct taxes and VAT); and
(d) has not received any assessment, injunction, request for payment or other communication from any tax or social security authority that are still pending; none of the tax returns with respect to the Company are currently being audited or examined by any tax authority.
TAX AND SOCIAL SECURITY. 10.1 The Manager will diligently comply with all legal and contractual provisions to which he is subject and will be exclusively responsible for compliance with all his obligations under the income tax and / or social security legislation or any other legislation such as, amongst others, the Manager’s obligation to affiliate himself to the Belgian social security regime as a self employed remunerated director. The Company will provide the assistance of a tax advisor in order to complete his annual income tax statement and Belgium Social Security obligations. The Manager will indemnify the Company and the Group Companies for all claims that would be made against the Company or Group Companies by any third party or administration because of intentional non-compliance by the Manager with any of its legal obligations and for any claim that would be made against the Company or Group Companies on the basis of or in relation to this Agreement and the Services carried out under this Agreement.
