Tax Aspects Sample Clauses

Tax Aspects. Exhibit B hereto contains a brief summary of certain federal tax aspects that may be relevant to holders of Management Units and includes a Section 83(b) election form. By signing this Agreement, the Participant represents that the Participant has reviewed with his/her own tax advisor the United States federal, state, local and non-United States tax consequences of the transactions contemplated by this Agreement (including whether or not to make a Section 83(b) election in connection with the receipt of capital interests) and that the Participant is relying solely on such advisor and not any statements or representations of Management LLC, Tower USA or any of their Affiliates or agents (including, without limitation, any statements in this Agreement or Exhibit B). The Participant acknowledges that it is the Participant’s sole responsibility and not that of Management LLC or Tower USA, or any of their Affiliates, to file timely the election under Section 83(b) of the Internal Revenue Code of 1986, as amended, even if the Participant requests Management LLC, Tower USA or any of their respective representatives to make this filing on the Participant’s behalf.

Tax Aspects. For so long as the Company has only one Member, for tax purposes it is intended that the Company be disregarded as an entity separate from its sole Member, in accordance with Treas. Reg. § 301.7701-3(b)(1)(ii).

Tax Aspects. The Parties shall agree in a separate schedule, if appropriate, on provisions relating to the tax aspects of Transactions.

Tax Aspects. 44 ADDITIONAL ASPECTS OF LLC AGREEMENT...........................................

Tax Aspects equity component of the portfolio would be subjected to short term/long term capital gains tax depending on the holding period of the security. If the holding period is less than one year, a 15% short term capital gains tax would be applicable. If the holdings period is more than one year, a 10% long term capital gains tax would be applicable on portfolio gains. These rates can be revised on a time to time basis by the government of India. Tax liability on the ETF component of the portfolio, if any, would depend on the underlying asset class of the ETF. When in doubt, client shall reach out to the Investment Advisor on the mentioned email id for a detailed evaluation based on the trades placed by the client.

Tax Aspects. All tax returns of the Company have been timely and duly filed with the competent Governmental Authorities in all jurisdictions in which such filings are required to be filed and such tax returns are true, complete and correct. All Taxes due by the Company have been duly paid (and until the Closing Date shall, within the time prescribed by Law, be paid) on their due dates, or, where payment is not yet due, the Company has made adequate provision for all Taxes in the Financial Statements in accordance with IFRS. The Company is not currently subject to any audit or inspection by any Governmental Authority in respect of Tax matters and no such audit or inspection is threatened. With exception of the fiscal programs indicated in Schedule 5.2.9, the Company has not (i) entered into any agreements with Tax Governmental Authorities for the payment of late Taxes; (ii) received any notice or been a party to any judicial or administrative proceeding for the collection of Taxes; or (iii) benefitted from any Tax amnesty in the last 5 (five) years. There is no outstanding assessment, dispute, proceeding, investigation or claim concerning any Tax liability of the Company claimed, pending or raised by a Tax Governmental Authority in writing, and no such assessment, dispute, proceeding, investigation or claim has been threatened. There are no Encumbrances for Taxes upon any property or assets of the Company. There are no outstanding agreements, waivers or written arrangements extending the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to the Company. All Taxes required to be withheld, accrued, collected or deposited by or with respect to the Company have been timely and accurately withheld, accrued, collected or deposited and, to the extent required, have been paid to the relevant Tax Governmental Authority. The Company and is not subject to taxation in any jurisdiction other than Brazil. The Company does not have any Liability for the Taxes of any other Person under applicable Tax laws, as a transferee or successor, by contract, or otherwise. The Company is not a party to, nor is bound by, or has any obligation under, any tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. 5.2.9

Tax Aspects. (a) The VRV Group has always acted in full compliance with all tax, currency and social security Laws applicable to the same, duly and timely fulfilling all obligations and provisions originating from time to time from said Laws. (b) The VRV Group’s companies have always promptly and properly filled out and filed all income tax returns and all other tax and fiscal declarations provided for by the applicable Laws (including those as withholding agent and those relating to VAT). Said declarations are true, complete and correct and accurately reflect all tax obligations of the company in relation to the tax year they refer to. All VRV Group’s companies’ tax losses, shown in said declarations, exist and may be used by the relevant company to offset its own taxable incomes, in accordance with the provisions of the applicable Laws. (c) All liquid and due Taxes and all contributions concerning the business of the VRV Group (including those payable as withholding agent) have been duly paid within the terms and in the amounts due according to the Laws applicable from time to time. Therefore, VRV Group has no tax debts of any kind, in respect of which payment is overdue (d) All taxes required to be collected, withheld or paid by the VRV Group have actually been collected, withheld or paid in good time to such end or, in the case of Taxes that have not yet fallen due, allocations have been made to reserves that are fully sufficient to cover the relevant charges. (e) The VRV Group was not served with any notice of assessment or other notices concerning the payment of Taxes, and there are no ongoing tax or currency inquiries or tax or currency Proceedings, besides those relating to the proceedings indicated in Exhibit 12.17(e). (f) All accounting records provided for by the applicable tax and fiscal Laws as well as any other accounting book, register or record concerning the VRV Group and provided for by the applicable tax and fiscal Laws, have always been duly kept and updated in compliance with the legal obligations and are properly drawn up and fully include entries and records in compliance with the legal obligations. (g) The tax return relating to tax year 2017, which VRV is required by Law to file within October 31, 2017, will be substantially compliant with the draft under Exhibit 12.17(g). Such tax return will properly incorporate and will be compliant with all applicable tax Law provisions and will show as amounts payable the same amounts that VRV has already ...

Tax Aspects. (a) Target and any Subsidiary have always acted in full compliance with all tax, currency and social security Laws applicable to the same, duly and timely fulfilling all obligations and provisions originating from time to time from said Laws. (b) Target and any Subsidiary have always promptly and properly filled out and filed all income tax returns and all other tax and fiscal declarations provided for by the applicable Laws (including those as withholding agent and those relating to VAT). Said tax returns and declarations are true, complete and correct and accurately reflect all tax obligations of the company in relation to the tax year they refer to. All Target Group’s tax losses, shown in said declarations, exist and may be used by Target and any Subsidiary to offset its own taxable incomes, in accordance with the provisions of the applicable Laws. (c) All liquid and due Taxes and all contributions concerning the business of Target and any Subsidiary (including those payable as withholding agent) have been duly paid within the terms and in the amounts due according to the Laws applicable from time to time and/or to the extent the payment of such Taxes are not yet due, adequate reserves have been established on the Financial Statements. Therefore, Target and any Subsidiary have no tax debts of any kind, in respect of which payment is overdue. (d) All taxes required to be collected, withheld or paid by Target and any Subsidiary have actually been collected, withheld or paid in good time to such end or, in the case of Taxes that have not yet fallen due, allocations have been made to reserves that are fully sufficient to cover the relevant charges. (e) No disputes, audits, investigations or Actions relating to any Taxes for which Target and any Subsidiary may be liable are pending before, or, to the best Knowledge of Sellers, threatened by, any taxing authority or any other Authority, other than those set out in Annex 0 and Target and any Subsidiary were not served with any notice of of any Tax deficiency outstanding, proposed or assessed or other notices concerning the payment of Taxes other than those set out in Annex 0, and to the Knowledge of Sellers there are no ongoing tax or currency inquiries or tax or currency Procedures, and the Target has not executed any waiver of any statute of limitations on the assessment or collection of any Tax or executed or filed with any Authority any contract or agreement now in effect extending the period for assessmen...

Tax Aspects. In relation to the tax effects, the Spin-Off implies for the Beneficiary Company the commitment to comply with all the tax obligations of the Demerging Company in relation to the spun-off equity and the operating or business unit that represents it. The Beneficiary Company shall file the income tax returns that correspond to it in accordance with the applicable law according to the portion of profits transferred to it at the time of perfecting the Spin-Off. In addition, it will include in its accounting and tax returns, all the tax items that have been transferred to it by virtue of the Spin-Off. This Spin-Off complies with all the requirements and conditions set forth in Articles 319-4, 319-5 and 319-6 of the Tax Statute of the Republic of Colombia, therefore, it shall not give rise to income subject to income tax and complementary taxes because it does not constitute a sale for tax purposes. In particular, it is stated for the record that the tax cost of the assets transferred to the Beneficiary Company is the same that such assets had in Grupo Aval at the time of the Spin-Off.

Tax Aspects. 29 7.16 Incorporation of Exhibits and Schedules..............................30 7.17 Guaranty of the Buyer's Obligations..................................30 Exhibit A - Xxxx of Sale Exhibit B - Instrument of Assumption of Liabilities Exhibit C - Opinion of Bulger, Young, Counsel to the Seller Exhibit F - Opinion of Xxxx and Xxxx LLP, Counsel to Intrinsix Corp. Exhibit G - Opinion of Xxxxxxx XxXxxxxx Stirling Scales, Counsel to the Buyer Disclosure Schedule ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is entered into as of the 29th day of December, 1999, by and between Intrinsix Canada Co., a Nova Scotia company (the "Buyer"), and Telexis Corp., a corporation continued under the laws of Canada (the "Seller"). The Buyer and the Seller are referred to collectively herein as the "Parties."