Tax Filings and Payments. (i) All Returns (as hereinafter defined) required to be filed on or before the date hereof and the date of the Closing by or on behalf of LandCare have been duly filed on a timely basis and such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material. (ii) LandCare has timely paid or made adequate provision for all Taxes and, no other material Taxes are payable by LandCare with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns). (iii) LandCare has made or will make adequate provision for all Taxes payable for any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing to the extent such Taxes are attributable to the portion of any such period ending at the Closing. (iv) The charges, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare are not materially less than the Tax liabilities accruing or payable by LandCare in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements. (v) LandCare is not delinquent in the payment of any Taxes or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paid. (vi) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare that are not adequately reserved for. (vii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority. (viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation. (ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes. (x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law. (xi) LandCare is not nor has it ever been a party to any tax sharing agreement with any entity. (xii) To LandCare's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare does not file Returns that it is or may be subject to taxation by that jurisdiction. (xiii) There are no liens on any of the assets of LandCare that arose in connection with any failure (or alleged failure) to pay any Taxes. (xiv) LandCare has withheld and paid over and complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (xv) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements. (xvi) LandCare has delivered to ServiceMaster correct and complete copies of all Returns, examination reports, and statements of deficiencies assessed against or agreed to by LandCare. (xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982. (xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available to LandCare under all applicable tax laws, regulations and administrative interpretations thereof.
Appears in 2 contracts
Samples: Plan of Reorganization and Agreement and Plan of Merger (Landcare Usa Inc), Plan of Reorganization and Agreement and Plan of Merger (Servicemaster Co)
Tax Filings and Payments. (a) The Parties hereby acknowledge, covenant and agree that (i) All Returns the Purchaser shall have no obligation to pay any Tax of any nature that is required by applicable Law to be paid by the Seller or its Affiliates or their respective direct and indirect partners, members and shareholders arising out of the transactions contemplated by this Agreement and the other Transaction Documents; and (ii) the Seller agrees to bear and pay any Tax of any nature that is required by applicable Laws to be paid by it arising out of the transactions contemplated by this Agreement and the other Transaction Documents.
(b) The Seller shall engage, at its own cost and expense, and hereby authorize one of the Big Four (the “Filing Agent”) to, and shall cause the Filing Agent to, as soon as possible after the date hereof, and in any event, within thirty (30) days after the date hereof, duly and timely make with the applicable PRC Tax Authority (being the PRC Tax Authority to which such filings are to be made pursuant to applicable Law) (the “Relevant PRC Tax Authority”) the relevant Tax filings and disclosures that are required by (and shall make such filings and disclosures in accordance with the requirements of) applicable Law (including Circular 7) in connection with the transactions contemplated by this Agreement and the other Transaction Documents (the foregoing transactions, collectively, the “Reporting Transactions”), and shall (A) provide the whole package of tax reporting documents to the Purchaser for any comment at least seven (7) Business Days before the formal submission and consider any reasonable comments from the Purchaser, (B) permit the Purchaser to make a joint filing with the Seller in respect of the Reporting Transactions (or to sign on the filing) if the Purchaser so elects, (C) allow one representative of the Purchaser or its tax advisor to accompany the Filing Agent to the Relevant PRC Tax Authority’s offices to witness the Filing Agent submitting such Tax filings on behalf of the Seller, and (D) provide the Purchaser with adequate evidence (as hereinafter definedspecified below in this Section 6.8(a)) required that such Tax filings have been made in accordance with applicable Law as soon as reasonably practicable. The Seller agrees to be filed on use its reasonable best efforts to promptly submit, or before cause the date hereof Filing Agent to submit, all documents subsequently requested by the Relevant PRC Tax Authority in connection with such Tax filing with a copy delivered to the Purchaser and the date Company simultaneously therewith for review and comments, and the Seller shall cause the Filing Agent to give regular updates to the Purchaser and the Company as to the determination (and delivers to the Purchaser and the Company assessment notices, if any, issued by the Relevant PRC Tax Authority in connection with such determination) and payment status of any Taxes assessed by the Relevant PRC Tax Authority in respect of the Closing Seller in connection with the Reporting Transactions. For purposes of this Section 6.8(a), the following shall be adequate evidence that a Tax filing has been made in respect of the Seller:
(i) an acknowledgement or receipt in respect of the filing by or on behalf of LandCare have been duly filed the Seller issued by the Relevant PRC Tax Authority or the original signature of an official of the Relevant PRC Tax Authority on a timely basis and such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material.the duplicate of the filing documents submitted by or on behalf of the Seller; or
(ii) LandCare an original written confirmation issued by the Filing Agent and executed by an authorized signatory thereof, attaching a copy of the filing made and confirming that they have submitted the filing on behalf of the Seller with the Relevant PRC Tax Authority in accordance with this Section 6.8(a), and confirming that the Relevant PRC Tax Authority does not issue, and has timely paid not issued, any acknowledgement or made adequate provision for all Taxes and, no other material Taxes are payable by LandCare with receipt in respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns)of the filing.
(iiic) LandCare The Seller shall cause the Filing Agent to, on a monthly basis, follow up with the Relevant PRC Tax Authority on the Tax filings of the Seller and shall promptly respond to any requests by the Relevant PRC Tax Authorities for additional information or materials and give regular (and in any event not less frequently than monthly) updates to the Purchaser as to any development in the assessment of any Taxes by the Relevant PRC Tax Authority. Without prejudice to the foregoing, if the Seller or any of its Affiliates receives any notice or demand from any PRC Tax Authority in respect of the Reporting Transactions, the Seller shall promptly provide a true and complete copy of such notice or demand to the Purchaser.
(d) To the extent that the Seller is determined by the Relevant PRC Tax Authority to be required by applicable Law (including Circular 7) to pay Taxes in connection with the Reporting Transactions (the “Selling Taxes”), the Seller shall promptly pay the Selling Taxes and shall provide the Purchaser, as soon as reasonably practicable, with evidence in the form of a payment receipt issued by the Relevant PRC Tax Authority (together with the details of Tax calculation and supporting documents) demonstrating that the Selling Taxes have been paid. If (i) no such evidence is received by the Purchaser within such period of time as the Selling Taxes are required to be paid by the Relevant PRC Tax Authority, and (ii) the Purchaser has made or will make adequate provision received a written notice from the Relevant PRC Tax Authority demanding the payment of the Selling Taxes by the Purchaser, then the Purchaser may, following reasonable consultation with the Seller, pay the Selling Taxes out of the Indemnity Withheld Amount (and the Purchaser shall provide the Seller, as soon as reasonably practicable, with evidence in the form of a payment receipt issued by the Relevant PRC Tax Authority demonstrating that the Selling Taxes have been paid). The Indemnity Withheld Amount shall be deemed to have been reduced by the amount of the Selling Taxes paid on behalf of the Seller pursuant to the foregoing clause.
(e) Notwithstanding anything in this Agreement to the contrary, (i) the Seller and its Affiliates, on the one hand, and the Purchaser and its Affiliates (including, for all Taxes payable for any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before avoidance of doubt, the Closing and end Group Companies after the Closing Date), on the other hand, shall each cooperate, and shall cause its Affiliates (including the Group Companies) to cooperate, with the other as and to the extent such Taxes are attributable to reasonably requested by the portion Seller or the Purchaser, as applicable, in connection with the filing of any such period ending at the Closing.
(iv) The chargesTax Returns, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare are not materially less than the Tax liabilities accruing calculating or payable by LandCare in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements.
(v) LandCare is not delinquent in the payment of paying any Taxes or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paid.
as is required under this Agreement (vi) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare that are not adequately reserved for.
(vii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from any Seller Taxes) and making any Tax filings as is required under this Agreement (including any Tax filing required pursuant to Section 6.8), and in any threatened or actual audit or other proceeding with respect to Taxes, including the application of U.S. Treasury Regulation section 1.1502-6 or any analogous retention and (upon request) the provision of staterecords (it being understood and agreed that, local following the Closing Date. Following the Closing, the Seller and its Affiliates, on the one hand, and the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies after the Closing Date), on the other hand, shall make its, or foreign lawshall cause their respective Affiliates to make its, employees and facilities available during normal business hours on a mutually convenient basis to provide reasonable explanation of any documents or information provided hereunder.
(xif) LandCare is not Notwithstanding anything to the contrary in this Agreement, neither the Purchaser nor has it ever been a party to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii) There are no liens on any of its Affiliates (including, after the assets of LandCare that arose in connection with Closing Date, the Group Companies) (i) file (except as expressly contemplated by this Agreement), re-file, supplement or amend any failure Tax Return relating to a Tax period (or alleged failureportion thereof) to pay any Taxes.
(xiv) LandCare has withheld and paid over and complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
(xv) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements.
(xvi) LandCare has delivered to ServiceMaster correct and complete copies of all Returns, examination reports, and statements of deficiencies assessed against or agreed to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982.
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available Date, (ii) make any election with an effective date on or before the Closing Date, (iii) except as otherwise expressly contemplated by this Agreement, voluntarily approach any taxing authority, or make any voluntary disclosure, amnesty or similar filing, in respect of Taxes relating to LandCare under all applicable tax lawsany Tax period (or portion thereof) ending on or prior to the Closing Date or (iv) or take any action that could increase Seller’s or any of its Affiliate’s obligations in respect of Taxes (including any obligation pursuant to Article IX or any other provision of this Agreement), regulations and administrative interpretations thereofwithout the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 2 contracts
Samples: Share Purchase Agreement (NetEase, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)
Tax Filings and Payments. (a) The Parties hereby acknowledge, covenant and agree that (i) All Returns none of Purchaser, the Company or any of their respective Affiliates (including any Group Company) shall have any obligation to pay any Tax of any nature that is required by applicable Law to be paid by any Selling Shareholder or its Affiliates or their respective direct and indirect partners, members and shareholders arising out of the transactions contemplated by this Agreement and the other Transaction Documents (the “Selling Tax” of such Selling Shareholder); and (ii) each Selling Shareholder agrees to bear and pay, severally but not jointly, any and all Selling Taxes with respect to such Selling Shareholder’s Sale Shares.
(b) The Selling Shareholders shall, acting through the Shareholders Representative, as soon as possible after the date hereof, jointly engage and authorize the Qualified Tax Advisor to, as soon as possible after the date hereof, and in any event, within thirty (30) days after the date hereof, duly and properly make with the applicable PRC Tax Government Authority (being the PRC Tax Government Authority to which such filings are to be made pursuant to applicable Law) (the “Relevant PRC Tax Authority”) the relevant Tax filings and disclosures that are required by applicable Law (including Circular 7) in connection with the Transactions, and each Selling Shareholder shall (i) permit Purchaser to, (A) in its sole discretion, make a joint filing with such Selling Shareholder in respect of the Transactions, or (B) with the consent of the Shareholders Representative, make such filing on behalf of such Selling Shareholder if Purchaser so elects and (ii) provide, or cause the Qualified Tax Advisor to provide, Purchaser with adequate evidence (as hereinafter definedspecified below in this Section 7.08) required that such Tax filings have been made in accordance with applicable Law as soon as reasonably practicable. Each Selling Shareholder agrees to be filed on or before cooperate with the date hereof Qualified Tax Advisor and provide all necessary documents for such Tax filings. The Company shall bear the date fees payable to the Qualified Tax Advisor in connection with the preparation of the Closing joint tax filing and disclosure of the transaction under this Section 7.08(b), and each Selling Shareholder shall, severally but not jointly, bear any and all other fees payable to the Qualified Tax Advisor in connection with such Selling Shareholder’s Sale Shares (including but not limited to, for the avoidance of doubt, any fees payable in connection with any Tax filings to settle the tax liability, tax treaty relief application and other tax services made with respect to such Selling Shareholder’s Sale Shares). Each Selling Shareholder agrees to use its reasonable best efforts to, after such Tax filing, promptly submit, or cause the Qualified Tax Advisor to submit, all documents supplementally requested by the Relevant PRC Tax Authority in connection with such Tax filing with a copy delivered to Purchaser simultaneously therewith, and provide, or cause the Qualified Tax Advisor to provide, updates to Purchaser upon Purchaser’s reasonable request as to the determination (and delivers to Purchaser assessment notices issued by the Relevant PRC Tax Authority in connection with such determination) and payment status of any Taxes assessed by the Relevant PRC Tax Authority in respect of such Selling Shareholder in connection with the Transactions. For purposes of this Section 7.08, the following shall be adequate evidence that a Tax filing has been made in respect of Selling Shareholder:
(i) (x) an acknowledgement or receipt in respect of the filing by or on behalf of LandCare have been duly filed such Selling Shareholder issued by the Relevant PRC Tax Authority or (y) the original signature of an official of the Relevant PRC Tax Authority on a timely basis and the duplicate of the filing documents submitted by or on behalf of such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material.Selling Shareholder; or
(ii) LandCare an explanation letter or email prepared by the Qualified Tax Advisor, attaching a copy of the filing made and confirming that they have submitted the filing on behalf of such Selling Shareholder with the Relevant PRC Tax Authority in accordance with this Section 7.08, and confirming that the Relevant PRC Tax Authority does not issue, and has timely paid not issued, any acknowledgement or made adequate provision for all Taxes and, no other material Taxes are payable by LandCare with receipt in respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns)of the filing.
(iiic) LandCare has made Such Selling Shareholder shall, or will make adequate provision shall cause the Qualified Tax Advisor to, on a monthly basis follow up with the Relevant PRC Tax Authority on any assessment of the Tax filings of such Selling Shareholder, promptly respond to any requests by the Relevant PRC Tax Authorities for all Taxes payable for additional information or materials, and give updates to Purchaser upon Purchaser’s reasonable request (and in any periods that end on or before event not less frequently than monthly in the Closing for which no Returns have yet been filed and for absence of such requests) as to any periods that begin before development in the Closing and end after the Closing to the extent such Taxes are attributable to the portion assessment of any such period ending at Taxes by the Closing.
(iv) The charges, accruals Relevant PRC Tax Authority and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare are not materially less than the Tax liabilities accruing or payable by LandCare in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements.
(v) LandCare is not delinquent in the payment of any such Taxes so assessed. Without prejudice to the foregoing, if such Selling Shareholder or has requested any extension of time within which its Affiliates receives any notice or demand from any PRC Tax Authority in respect of the Transactions, such Selling Shareholder shall as soon as reasonably practicable provide, or cause the Qualified Tax Advisor to file provide, a true and complete copy of such notice or send any Return, which Return has not since been filed or sent and which Taxes have not been paiddemand to Purchaser.
(vid) No deficiencies exist Each Selling Shareholder shall, severally but not jointly, indemnify and hold harmless, on an after-tax basis, the Purchaser Indemnified Parties forthwith on demand from and against all Selling Taxes and Indemnifiable Losses (which, for the avoidance of doubt, shall include any Taxes loss of cost basis) incurred or any penalties, interest suffered by such Purchaser Indemnified Party arising or assessments nor have any been proposed, asserted, resulting from or assessed against LandCare that are not adequately reserved for.
(vii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law.
(xi) LandCare is not nor has it ever been a party to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii) There are no liens on any of the assets of LandCare that arose in connection with any failure (or alleged failure) to pay breach such Selling Shareholder of any Taxesof their obligations under this Section 7.08.
(xiv) LandCare has withheld and paid over and complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
(xv) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements.
(xvi) LandCare has delivered to ServiceMaster correct and complete copies of all Returns, examination reports, and statements of deficiencies assessed against or agreed to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982.
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available to LandCare under all applicable tax laws, regulations and administrative interpretations thereof.
Appears in 2 contracts
Samples: Share Purchase Agreement (Baidu, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)
Tax Filings and Payments. (a) The Parties hereby acknowledge, covenant and agree that (i) All Returns the Purchaser and Domestic Purchaser shall have no obligation to pay any Tax of any nature that is required by applicable Laws to be paid by any Selling Shareholder or its Affiliates or their respective direct and indirect partners, members and shareholders arising out of the transactions contemplated by this Agreement and the other Transaction Documents (including but not limited to Onshore Equity Transfer Agreement); and (ii) each Selling Shareholder agrees to bear and pay any Tax of any nature that is required by applicable Laws to be paid by it arising out of the transactions contemplated by this Agreement and the other Transaction Documents (including but not limited to Onshore Equity Transfer Agreement).
(b) The Offshore Selling Shareholders other than a natural Person who is PRC residential individual (as hereinafter defineddefined in the applicable Tax Law), in any event, within thirty (30) required days after the date when the Payment has been fully made, duly and properly make with the applicable PRC Tax Authority (being the PRC Tax Authority to which such filings are to be filed on or before made pursuant to applicable Laws) (the date hereof “Relevant PRC Tax Authority”) the relevant Tax filings and disclosures that are required by applicable Laws in connection with the date transfer of the Closing Purchase Shares contemplated by Section 2.1 (the “Reporting Transactions”), and shall provide the Purchaser with adequate evidence (as specified below in this Section 6.8(b)) that such Tax filings have been made in accordance with applicable Laws as soon as reasonably practicable. Each Offshore Selling Shareholder other than a natural Person who is PRC residential individual agrees to promptly submit (i) all documents supplementally requested by the Relevant PRC Tax Authority in connection with such Tax filing with a copy delivered to the Purchaser therewith for review and comments, (ii) any notice or demand issued by the Relevant PRC Tax Authority in connection with the Reporting Transactions to the Purchaser For purposes of this Section 6.8(b), an acknowledgement or receipt in respect of the filing by or on behalf of LandCare have such Offshore Selling Shareholder other than a natural Person who is PRC residential individual issued by the Relevant PRC Tax Authority or the original signature of an official of the Relevant PRC Tax Authority on the duplicate of the filing documents submitted by or on behalf of such Offshore Selling Shareholder other than a natural Person who is PRC residential individual shall be adequate evidence that a Tax filing has been duly filed on made in respect of an Offshore Selling Shareholder other than a timely basis and such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not materialnatural Person who is PRC residential individual.
(iic) LandCare has timely The Offshore Selling Shareholders that is a natural Person who is PRC residential individual shall as soon as possible after the Closing, duly and properly make with the Relevant PRC Tax Authority the relevant Tax filings and disclosures that are required by applicable Laws in connection with the Reporting Transactions, and shall provide the Purchaser with adequate evidence to the satisfactory of the Purchaser that such Tax filings have been made in accordance with applicable Laws as soon as reasonably practicable. Each Offshore Selling Shareholders that is a natural Person who is PRC residential individual agrees to use its commercially reasonable efforts to promptly submit, all documents supplementally requested by the Relevant PRC Tax Authority in connection with such Tax filing and any notice or demand issued by the Relevant PRC Tax Authority in connection with the Reporting Transactions to the Purchaser.
(d) To the extent that any Offshore Selling Shareholder is determined by the Relevant PRC Tax Authority to be required by applicable Laws to pay Taxes in connection with the Reporting Transactions, it shall promptly pay such Taxes and shall provide the Purchaser, as soon as reasonably practicable, with evidence that such Taxes have been paid in the form of a receipt of payment issued by the Relevant PRC Tax Authority.
(e) The Purchaser agrees to cooperate in good faith with the Offshore Selling Shareholders in connection with the Tax filing prescribed under Section 6.8(b) and shall provide the Offshore Selling Shareholders with such information as the Offshore Selling Shareholders may reasonably request in connection with such Tax filing.
(f) Notwithstanding anything in this Agreement to the contrary, (i) each Offshore Selling Shareholders shall cooperate with the Company as and to the extent reasonably requested by the Company in connection with the filing of any Tax Returns and in any threatened or made adequate provision for all Taxes and, no other material Taxes are payable by LandCare actual proceeding with respect to items or periods covered by such Returns Taxes, including the retention and (whether or not shown on or reportable on such Returns).
(iiiupon request) LandCare has made or will make adequate provision for all Taxes payable for any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing to the extent such Taxes are attributable to the portion of any such period ending at the Closing.
(iv) The charges, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare are not materially less than the Tax liabilities accruing or payable by LandCare in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements.
(v) LandCare is not delinquent in the payment of any Taxes or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paid.
(vi) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare that are not adequately reserved for.
(vii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of staterecords, local and (ii) nothing herein shall be deemed to prevent or foreign law.
(xi) LandCare restrict the Purchaser or the Company from making any Tax reporting or filing that is not nor has it ever been a party required or permitted to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no claim has ever been be made by an authority in a jurisdiction where LandCare does not file Returns that it is the Purchaser or may be subject to taxation by that jurisdictionthe Company under applicable Laws.
(xiii) There are no liens on any of the assets of LandCare that arose in connection with any failure (or alleged failure) to pay any Taxes.
(xiv) LandCare has withheld and paid over and complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
(xv) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements.
(xvi) LandCare has delivered to ServiceMaster correct and complete copies of all Returns, examination reports, and statements of deficiencies assessed against or agreed to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982.
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available to LandCare under all applicable tax laws, regulations and administrative interpretations thereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Luokung Technology Corp.)
Tax Filings and Payments. (a) The Parties hereby acknowledge, covenant and agree that (i) All Returns the Purchaser shall have no obligation to pay any Tax of any nature that is required by applicable Law to be paid by any Selling Shareholder or its Affiliates or their respective direct and indirect partners, members and shareholders arising out of the transactions contemplated by this Agreement and the other Transaction Documents; and (ii) each Selling Shareholder agrees to bear and pay any Tax of any nature that is required by applicable Laws to be paid by it arising out of the transactions contemplated by this Agreement and the other Transaction Documents.
(b) The Selling Shareholders shall collectively engage, and hereby authorize, one of the Big Four accounting firms (namely, Deloitte Touche Tohmatsu, Ernst & Young, KPMG and PricewaterhouseCoopers and/or their respective PRC domestic affiliates) or a reputable accounting firm acceptable to the Purchaser (the “Filing Agent”, whose fees shall be borne by the Selling Shareholders and not the Purchaser or any Group Company) to, and shall procure the Filing Agent to, as soon as possible after the date hereof, and in any event, within thirty (30) days after the date hereof, duly and properly make with the applicable PRC Tax Authority (being the PRC Tax Authority to which such filings are to be made pursuant to applicable Law) (the “Relevant PRC Tax Authority”) the relevant Tax filings and disclosures that are required by applicable Law (including Bulletin 7) in connection with the transactions contemplated hereby (the “Reporting Transactions”), and shall (x) to the extent permitted by the applicable Laws and the Relevant PRC Tax Authority, permit the Purchaser to make a joint filing with the Selling Shareholders in respect of the Reporting Transactions (or to sign on the filing by the Selling Shareholders) if the Purchaser so elects, (y) allow one representative of the Purchaser or its tax advisor to accompany the Filing Agent to the Relevant PRC Tax Authority’s offices to witness the Filing Agent submitting such Tax filings on behalf of each of the Selling Shareholders, and (z) provide the Purchaser with adequate evidence (as hereinafter definedspecified below in this Section 7.8(b)) required that such Tax filings have been made in accordance with applicable Law as soon as reasonably practicable. Each Selling Shareholder agrees to be filed on use its commercially reasonable efforts to promptly submit, or before cause the date hereof Filing Agent to submit, all documents supplementally requested by the Relevant PRC Tax Authority in connection with such Tax filing with a copy delivered to the Purchaser and the date Company simultaneously therewith for review and comments, and the Selling Shareholders shall procure that the Filing Agent gives regular updates to the Purchaser and the Company as to the determination (and delivers to the Purchaser and the Company assessment notices issued by the Relevant PRC Tax Authority in connection with such determination) and payment status of any Taxes assessed by the Relevant PRC Tax Authority in respect of any Selling Shareholder in connection with the Reporting Transactions. For purposes of this Section 7.8(b), the following shall be adequate evidence that a Tax filing has been made in respect of a Selling Shareholder:
(i) an acknowledgement or receipt in respect of the Closing filing by or on behalf of LandCare have been duly filed such Selling Shareholder issued by the Relevant PRC Tax Authority or the original signature of an official of the Relevant PRC Tax Authority on a timely basis and the duplicate of the filing documents submitted by or on behalf of such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material.Selling Shareholder; or
(ii) LandCare an original written confirmation issued by the Filing Agent and executed by an authorized signatory thereof, attaching a copy of the filing made and confirming that they have submitted the filing on behalf of such Selling Shareholder with the Relevant PRC Tax Authority in accordance with this Section 7.8(b), and confirming that the Relevant PRC Tax Authority does not issue, and has timely paid not issued, any acknowledgement or made adequate provision for all Taxes and, no other material Taxes are payable by LandCare with receipt in respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns)of the filing.
(iiic) LandCare has made The Selling Shareholders shall cause the Filing Agent to, at least on a monthly basis, follow up with the Relevant PRC Tax Authority on the Tax filings of the Selling Shareholders and shall promptly respond to any requests by the Relevant PRC Tax Authorities for additional information or will make adequate provision for all Taxes payable for materials and give regular (and in any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing event not less frequently than monthly) updates to the extent such Taxes are attributable Purchaser as to any development in the portion assessment of any such period ending at Taxes by the Closing.
(iv) The charges, accruals Relevant PRC Tax Authority and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare are not materially less than the Tax liabilities accruing or payable by LandCare in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements.
(v) LandCare is not delinquent in the payment of any such Taxes so assessed. Without prejudice to the foregoing, if any Selling Shareholder or has requested any extension of time within which their respective Affiliates receives any notice or demand from any PRC Tax Authority in respect of the Reporting Transactions, such Selling Shareholder shall promptly provide a true and complete copy of such notice or demand to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paidthe Purchaser.
(vid) No deficiencies exist for To the extent that any Selling Shareholder is determined by the Relevant PRC Tax Authority to be required by applicable Law to pay Taxes or any penaltiesin connection with the Reporting Transactions, interest or assessments nor it shall promptly pay (including by way of payment in accordance with Section 7.9(c)) such Taxes and shall provide the Purchaser, as soon as reasonably practicable, with evidence that such Taxes have any been proposed, asserted, or assessed against LandCare that are not adequately reserved forpaid in the form of a receipt of payment issued by the Relevant PRC Tax Authority.
(viie) There is no dispute or claim concerning any material Tax liability of LandCare either Notwithstanding anything in this Agreement to the contrary, (Ai) claimed or raised each Selling Shareholder shall cooperate with the Company as and to the extent reasonably requested by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law.
(xi) LandCare is not nor has it ever been a party to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii) There are no liens on any of the assets of LandCare that arose Company in connection with the filing of any failure (Tax Returns and in any threatened or alleged failure) to pay any Taxes.
(xiv) LandCare has withheld and paid over and complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records actual proceeding with respect theretoto Taxes, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
including the retention and (xvupon request) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements.
(xvi) LandCare has delivered to ServiceMaster correct and complete copies the provision of all Returns, examination reportsrecords, and statements of deficiencies assessed against (ii) nothing herein shall be deemed to prevent or agreed restrict the Purchaser or the Company from making any Tax reporting or filing that is required or permitted to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment be made by the Tax Equity and Fiscal Responsibility Act of 1982Purchaser or the Company under applicable Laws (including Bulletin 7).
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available to LandCare under all applicable tax laws, regulations and administrative interpretations thereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Momo Inc.)
Tax Filings and Payments. (a) The Parties hereby acknowledge, covenant and agree that (i) All Returns (as hereinafter defined) each of the Parent Parties shall have no obligation to pay any Tax of any nature that is required by applicable Laws to be filed on paid by any of the Shareholders or before its Affiliates or their respective direct and indirect partners, members and shareholders arising out of the date hereof transactions contemplated by this Agreement and the date of the Closing by or on behalf of LandCare have been duly filed on a timely basis other Transaction Documents; and such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material.
(ii) LandCare has timely each of the Founders agrees to bear and pay, and cause each of the Non-Founder Shareholders to bear and pay, any Tax of any nature that is required by applicable Laws to be paid or made adequate provision for all by it arising out of the transactions contemplated by this Agreement and the other Transaction Documents, including without limitation, if applicable, any Circular 7 Taxes and, no other material Taxes are payable by LandCare with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returnsas defined below).
(iiib) LandCare has made or will make adequate provision for all The Seller Representative shall be entitled to withhold from each Non-Founder Shareholder the applicable Withheld Amount to pay the relevant Circular 7 Taxes payable for any periods that end on or before by such Non-Founder Shareholder. On the Closing Date, Parent shall pay the Seller Representative an amount equal to the Aggregate Withheld Amount for which no Returns have yet been filed and for any periods that begin before purpose of payment of the Closing and end Circular 7 Taxes (as defined below) pursuant to this Section 5.8(b) As soon as practicable after the Closing Closing, the Seller Representative shall engage a Tax agent for the benefits of the Shareholders, and shall use his reasonable best efforts to cause the Tax agent, as soon as possible and within the period required by Circular 7, duly and properly file and report the relevant Tax filings on behalf of the Founders and the Non-Founder Shareholders with the competent Tax authority and disclosures required by (and shall make such filings and disclosures in accordance with the requirements of) Circular 7 (the “Circular 7 Filing”) in connection with the transactions contemplated by this Agreement and the other Transaction Documents (the foregoing transactions, collectively, the “Reporting Transactions”). If such competent Tax authority requires any Shareholders to pay any Taxes in connection with the Reporting Transactions as required by Circular 7 (the “Circular 7 Taxes”), the Founders shall make the full payment of the Circular 7 Taxes payable by such Founders in accordance with the requirement of the Tax authority and the Seller Representative shall apply the Aggregate Withheld Amount to make the full payment of the Circular 7 Taxes payable by the Non-Founder Shareholders in accordance with the requirement of the Tax authority, as applicable, and, after the payment of the Circular 7 Taxes, the Seller Representative shall deliver the relevant evidence of such payments made by the Founders and/or the Seller Representative on behalf of the Shareholders to Parent.
(c) The Founders shall use their respective commercially reasonable efforts to, and shall use their respective commercially reasonable efforts to cause the Non-Founder Shareholders to, at Parent’s expense, cooperate with Parent as and to the extent such reasonably requested by Parent in connection with the filing of any Tax Returns in connection with the Reporting Transactions and in any threatened or actual proceeding with respect to Taxes are attributable in connection with the Reporting Transactions, including but not limited to the portion retention and (upon reasonable request) the provision of any such period ending at the Closingrecords.
(ivd) The charges, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on In the books of LandCare are not materially less than the Tax liabilities accruing or payable by LandCare in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements.
(v) LandCare is not delinquent in the payment of any Taxes or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paid.
(vi) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare event that are not adequately reserved for.
(vii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law.
(xi) LandCare is not nor has it ever been a party to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii) There are no liens on any of the assets of LandCare that arose in connection with Parent Parties receives any failure (or alleged failure) notice from the competent Tax authority requiring the Parent Parties to pay the Circular 7 Taxes on behalf of any Shareholder due to the failure of such Shareholder’s payment of the due and payable Circular 7 Taxes.
(xiv) LandCare has withheld , each of the Parent Parties shall keep the Seller Representative fully and paid over and complied promptly informed of its communications with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
(xv) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements.
(xvi) LandCare has delivered to ServiceMaster correct and complete copies of all Returns, examination reportsthe Tax authority, and statements shall, promptly after the proposed amount of deficiencies assessed against the Circular 7 Taxes payable by the Parent Parties is determined by the competent Tax authority, deliver a written notice to the Seller Representative setting forth such proposed amount and obtain the Seller Representative’s written confirmation (which shall not be unreasonably conditioned, withheld or agreed to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8delayed) of the Codeproposed amount of the Circular 7 Taxes payable. If the Seller Representative does not agree with the proposed amount of the Circular 7 Taxes payable, the Seller Representative shall have a reasonable opportunity to confer with the competent Tax authority and to reach mutual agreement as in effect prior to the amendment amount of Circular 7 Taxes payable, and the Parent Parties shall provide necessary assistance and support upon reasonable request by the Tax Equity Seller Representative. After the finally resolved Circular 7 Taxes payable are paid by the Parent Parties, the Parent Parties shall deliver the relevant evidence of such payments made by the Parent Parties to Seller Representative, and Fiscal Responsibility Act the Parent Parties are entitled, in their sole discretion, to either deduct such amount that equals the amount of 1982Circular 7 Taxes paid by such Parent Party on behalf of such Shareholder from the Escrow Amount or deduct from the Holdback KC Shares, or through both ways.
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available to LandCare under all applicable tax laws, regulations and administrative interpretations thereof.
Appears in 1 contract
Tax Filings and Payments. (i) All Returns (as hereinafter defined) The Company and each of its Subsidiaries and the Consolidated Affiliated Entities have filed all national, local and foreign tax returns required to be filed on or before the date hereof and through the date of this Agreement or have requested extensions thereof and have paid all taxes required to be paid thereon (except for cases where failure to file or pay would not, individually or in the Closing by aggregate, have a Material Adverse Effect, or on behalf of LandCare except for taxes currently being contested in good faith and for which adequate reserves have been duly filed on made in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any of its Subsidiaries and the Consolidated Affiliated Entities which has had (nor does the Company nor any of its Subsidiaries and the Consolidated Affiliated Entities have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its Subsidiaries and the Consolidated Affiliated Entities and which could reasonably be expected to have), individually or in the aggregate, a timely basis and such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not materialMaterial Adverse Effect.
(ii) LandCare has timely paid or made adequate provision Any unpaid material income and corporation tax liability of the Company for all Taxes and, no other material Taxes are payable by LandCare any years not finally determined have been accrued on the Company’s financial statements in accordance with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns)the United States generally accepted accounting principles.
(iii) LandCare has made All local and national PRC governmental tax holidays, exemptions, waivers, financial subsidies, and other local and national PRC tax relief, concessions and preferential treatment enjoyed by the Company or will make adequate provision for all Taxes payable for any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing to the extent such Taxes are attributable to the portion of any such period ending at the Closing.
(iv) The charges, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare are not materially less than the Tax liabilities accruing or payable by LandCare in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements.
(v) LandCare is not delinquent in the payment of any Taxes or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paid.
(vi) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare that are not adequately reserved for.
(vii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law.
(xi) LandCare is not nor has it ever been a party to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii) There are no liens on any of the assets Subsidiaries and Consolidated Affiliated Entities as disclosed in the Registration Statement, the Time of LandCare that arose in connection with Sale Prospectus and the Prospectus are valid, binding and enforceable and do not violate any failure (or alleged failure) to pay any Taxes.
(xiv) LandCare has withheld and paid over and complied with all material information reporting and backup withholding requirementslaws, includingregulations, without limitationrules, maintenance of required records with respect theretoorders, in connection with amounts paid or owing to any employeedecrees, independent contractorguidelines, creditorjudicial interpretations, stockholder, notices or other third party.
(xv) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements.
(xvi) LandCare has delivered to ServiceMaster correct and complete copies of all Returns, examination reports, and statements of deficiencies assessed against or agreed to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8) legislation of the Code, as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982PRC.
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available to LandCare under all applicable tax laws, regulations and administrative interpretations thereof.
Appears in 1 contract
Tax Filings and Payments. (i1) All Returns (as hereinafter defined) required to be filed on or before the date hereof and the date of the Closing by or on behalf of LandCare Barefoot have been duly filed on a timely basis and such Returns are are, to Barefoot's knowledge, true, correct and complete in all material respects, respects except that such returns may contain inadvertent errors and omissions which are not material.
(ii2) LandCare Barefoot will timely file all of its Returns for the year ending March 31, 1996 no later than December 15, 1996. Barefoot's final federal income tax return for the taxable year ended March 31, 1996 will be essentially consistent with the proforma return which was furnished to ServiceMaster prior to the date hereof.
(3) Barefoot has timely paid or made adequate provision for all Taxes that have been shown as due and payable on the Returns that have been filed in all respects, and, to Barefoot's knowledge, no other material Taxes are payable by LandCare Barefoot with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns).
(iii4) LandCare Barefoot has made or will make adequate provision for all Taxes payable for any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing to the extent such Taxes are attributable to the portion of any such period ending at the Closing.
(iv5) The charges, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare Barefoot are not materially less than the Tax liabilities accruing or payable by LandCare Barefoot in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCareBarefoot's most recent financial statements.
(v6) LandCare Barefoot is not delinquent in the payment of any Taxes or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paid.
(vi7) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare Barefoot that are not adequately reserved for.
(vii) 8) There is no dispute or claim concerning any material Tax liability of LandCare Barefoot either (A) claimed or raised by any authority in writing or (B) as to which LandCare Barefoot has knowledge based upon personal contact with any agent of such authority.
(viii9) There is no pending audit, examination, or, to LandCareBarefoot's knowledge, any investigation of any Return by any authority nor has LandCare Barefoot received any notice of such audit, examination, or investigation.
(ix10) LandCare Except as identified in Section 3.11 (a)(10) of the Disclosure Schedule, Barefoot has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x11) LandCare Barefoot is not subject to liability for Taxes of any person (other than LandCare Barefoot or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare Barefoot is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law.
(xi12) LandCare Barefoot is not nor has it ever been a party to any tax sharing agreement with any entity.
(xii13) To LandCareBarefoot's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare Barefoot does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii14) There are no liens on any of the assets of LandCare Barefoot that arose in connection with any failure (or alleged failure) to pay any Taxes.
(xiv15) LandCare Barefoot has withheld and paid over and complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
(xv16) LandCare Barefoot does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCareBarefoot's past experience as reflected in its publicly released financial statements.
(xvi17) LandCare Barefoot has delivered to ServiceMaster correct and complete copies of all Returns, examination reports, and statements of deficiencies assessed against or agreed to by LandCareBarefoot.
(xvii18) LandCare Barefoot is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982.
(xviii19) All material net operating losses, credits and other tax attributes utilized by LandCare Barefoot during any taxable year ending on or prior to the Closing were fully and properly available to LandCare Barefoot under all applicable tax laws, regulations and administrative interpretations thereof.
Appears in 1 contract
Tax Filings and Payments. (i) All federal Returns (as hereinafter defined) and all material state, local and foreign Returns required to be filed on or before the date hereof and the date of the Closing by or on behalf of LandCare ARS have been or will be duly filed on a timely basis (taking into account any extensions) and such Returns are or will be true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material.
(ii) LandCare ARS has timely paid or will pay or made or will make adequate provision for all Taxes and, no other material Taxes are payable by LandCare with respect to items or periods covered by such Returns (whether or not shown on or reportable on such the Returns) described in Section 4.14(b)(i), except as would not, individually or in the aggregate, have an ARS Material Adverse Effect.
(iii) LandCare ARS has made or will make adequate provision for all Taxes payable for any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing to the extent such Taxes are attributable to the portion of any such period ending at the Closing.
(iv) The charges, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare ARS are not materially less than the Tax liabilities accruing or payable by LandCare ARS in respect of periods prior to the date hereof hereof, and such the charges, accruals and reserves are for current Taxes (excluding reserves for deferred Taxes) reflected on LandCare's most recent financial statementsthe Annual Financial Statements are not materially less than the Tax liabilities accruing or payable by ARS in respect of the period covered by the Annual Financial Statements.
(v) LandCare ARS is not delinquent in the payment of any material Taxes or and has not requested any extension of time within which to file or send any material Return, which Return has not since been filed or sent and which Taxes have not been paid.
(vi) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare ARS that are not adequately reserved for.
(vii) There is no dispute or claim concerning any material Tax liability of LandCare ARS either (A) claimed or raised by any taxing authority in writing or (B) as to which LandCare ARS has knowledge based upon personal contact with any agent of such a taxing authority.
(viii) There is no currently pending audit, examination, or, to LandCareARS's knowledge, any investigation of any Return by any taxing authority nor has LandCare ARS received any written notice of such audit, examination, or investigation.
(ix) LandCare ARS has not waived agreed in writing to waive any statute of limitations in respect of Taxes or granted agreed in writing to any extension of the limitations period applicable to any claim the assessment or collection of Taxes.
(x) LandCare ARS is not subject to liability for Taxes of any person (other than LandCare ARS or any other member of the affiliated group of corporations that files is included in a consolidated federal income tax return, return of which LandCare ARS is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law.
(xi) LandCare ARS is not nor has it ever been a party to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no No written claim has ever been made by an authority in a jurisdiction where LandCare ARS does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii) There are no liens on any of the assets of LandCare ARS that arose in connection with any failure (or alleged failure) to pay any TaxesTaxes other than Taxes which are not yet delinquent.
(xiv) LandCare ARS has withheld complied in all material respects with applicable Tax laws relating to the withholding of Taxes and paid over the payment thereof to the appropriate taxing authorities, and has complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
(xv) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements.
(xvi) LandCare ARS has delivered provided or made available to ServiceMaster or its representatives (A) correct and complete copies of all Returns, examination reports, and statements the consolidated federal income tax Returns of deficiencies assessed against or agreed to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within ARS for the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982.
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available to LandCare under all applicable tax laws, regulations and administrative interpretations thereof.periods ended
Appears in 1 contract
Samples: Merger Agreement (American Residential Services Inc)
Tax Filings and Payments. (a) The Parties hereby acknowledge, covenant and agree that (i) All Returns the Purchaser, the Issuer and Domestic Purchaser shall have no obligation to pay any Tax of any nature that is required by applicable Laws to be paid by any Selling Shareholder or its Affiliates or their respective direct and indirect partners, members and shareholders arising out of the transactions contemplated by this Agreement and the other Transaction Documents; and (ii) each Selling Shareholder agrees to bear and pay any Tax of any nature that is required by applicable Laws to be paid by it arising out of the transactions contemplated by this Agreement and the other Transaction Documents.
(b) The Offshore Selling Shareholders other than a natural Person (the “Offshore Enterprise Shareholders”) shall collectively engage, and hereby authorize, one of the Big Four accounting firms (namely, Deloitte Touche Tohmatsu, Ernst & Young, KPMG and PricewaterhouseCoopers and/or their respective PRC domestic affiliates) or a reputable accounting firm acceptable to the Purchaser (the “Filing Agent”, whose fees shall be borne by such Offshore Enterprise Shareholders and not the Purchaser, the Issuer or any Group Company) to, and shall procure the Filing Agent to, as soon as possible after the date hereof, and in any event, within thirty (30) days after the date hereof, duly and properly make with the applicable PRC Tax Authority (being the PRC Tax Authority to which such filings are to be made pursuant to applicable Law) (the “Relevant PRC Tax Authority”) the relevant Tax filings and disclosures that are required by applicable Law (including Bulletin 7) in connection with the transactions contemplated hereby (the “Reporting Transactions”), and shall (x) to the extent permitted by the applicable Laws and the Relevant PRC Tax Authority, permit the Purchaser to make a joint filing with the Offshore Enterprise Shareholders in respect of the Reporting Transactions (or to sign on the filing by the Offshore Enterprise Shareholders) if the Purchaser so elects, (y) allow one representative of the Purchaser or its tax advisor to accompany the Filing Agent to the Relevant PRC Tax Authority’s offices to witness the Filing Agent submitting such Tax filings on behalf of each of the Offshore Enterprise Shareholders, and (z) provide the Purchaser with adequate evidence (as hereinafter definedspecified below in this Section 6.8(b)) required that such Tax filings have been made in accordance with applicable Law as soon as reasonably practicable. Each Offshore Enterprise Shareholders agrees to be filed on use its commercially reasonable efforts to promptly submit, or before cause the date hereof Filing Agent to submit, all documents additionally requested by the Relevant PRC Tax Authority in connection with such Tax filing with a copy delivered to the Purchaser and the date Company simultaneously therewith for review and comments, and the Selling Shareholders shall procure that the Filing Agent gives regular updates to the Purchaser and the Company as to the determination (and delivers to the Purchaser and the Company assessment notices issued by the Relevant PRC Tax Authority in connection with such determination) and payment status of any Taxes assessed by the Relevant PRC Tax Authority in respect of any Offshore Enterprise Shareholders in connection with the Reporting Transactions. For purposes of this Section 6.8(b), the following shall be adequate evidence that a Tax filing has been made in respect of an Offshore Enterprise Shareholder:
(i) an acknowledgement or receipt in respect of the Closing filing by or on behalf of LandCare have been duly filed such Selling Shareholder issued by the Relevant PRC Tax Authority or the original signature of an official of the Relevant PRC Tax Authority on a timely basis and the duplicate of the filing documents submitted by or on behalf of such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material.Offshore Enterprise Shareholders; or
(ii) LandCare an original written confirmation issued by the Filing Agent and executed by an authorized signatory thereof, attaching a copy of the filing made and confirming that they have submitted the filing on behalf of such Offshore Enterprise Shareholders with the Relevant PRC Tax Authority in accordance with this Section 6.8(b), and confirming that the Relevant PRC Tax Authority does not issue, and has timely paid not issued, any acknowledgement or made adequate provision for all Taxes and, no other material Taxes are payable by LandCare with receipt in respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns)of the filing.
(iiic) LandCare has made The Offshore Enterprise Shareholders shall cause the Filing Agent to, at least on a monthly basis, follow up with the Relevant PRC Tax Authority on the Tax filings of the Selling Shareholders and shall promptly respond to any requests by the Relevant PRC Tax Authorities for additional information or will make adequate provision for all Taxes payable for materials and give regular (and in any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing event not less frequently than monthly) updates to the extent such Purchaser as to any development in the assessment of any Taxes are attributable to by the portion Relevant PRC Tax Authority and the payment of any such period ending at Taxes so assessed. Without prejudice to the Closingforegoing, if any Selling Shareholder or any of their respective Affiliates receives any notice or demand from any PRC Tax Authority in respect of the Reporting Transactions, such Offshore Enterprise Shareholders shall promptly provide a true and complete copy of such notice or demand to the Purchaser.
(ivd) The charges, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare are not materially less than the Tax liabilities accruing or payable by LandCare in respect of periods prior to Onshore Selling Shareholders shall as soon as possible after the date hereof and prior to the Closing, duly and properly make with the Relevant PRC Tax Authority the relevant Tax filings and disclosures that are required by applicable Laws in connection with the Reporting Transactions, and shall provide the Purchaser with adequate evidence to the satisfactory of the Purchaser that such chargesTax filings have been made in accordance with applicable Laws. Each Onshore Selling Shareholder agrees to use his/ her best efforts to promptly submit, accruals all documents additionally requested by the Relevant PRC Tax Authority in connection with such Tax filing and reserves are reflected on LandCare's most recent financial statementsany notice or demand issued by the Relevant PRC Tax Authority in connection with the Reporting Transactions to the Purchaser. Provided that if the purchase price of the Purchased Equity Interests permitted by the Relevant PRC Tax Authority and the applicable Laws (the “Permitted Purchase Price”) is higher than the Onshore Purchase Price, the applicable Onshore Selling Shareholders shall issue a waiver to the Domestic Purchaser exempting the Domestic Purchaser from any obligation to pay the difference between the Onshore Purchase Price and the Permitted Purchase Price and shall return such difference, if applicable.
(ve) LandCare To the extent that any Selling Shareholder is not delinquent determined by any Relevant PRC Tax Authority (being any tax authorities to which any filings shall be made pursuant to applicable Law) to be required by any applicable Laws to pay Taxes in connection with the Reporting Transactions, it shall promptly pay such Taxes and shall provide the Purchaser, as soon as reasonably practicable, with evidence that such Taxes have been paid in the form of a receipt of payment of any Taxes or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paidissued by the Relevant PRC Tax Authority.
(vif) No deficiencies exist for any Taxes or any penaltiesNotwithstanding anything in this Agreement to the contrary, interest or assessments nor have any been proposed, asserted, or assessed against LandCare that are not adequately reserved for.
(viii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised each Selling Shareholders shall cooperate with the Company as and to the extent reasonably requested by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law.
(xi) LandCare is not nor has it ever been a party to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii) There are no liens on any of the assets of LandCare that arose Company in connection with the filing of any failure (Tax Returns and in any threatened or alleged failure) to pay any Taxes.
(xiv) LandCare has withheld and paid over and complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records actual proceeding with respect theretoto Taxes, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
including the retention and (xvupon request) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its publicly released financial statements.
(xvi) LandCare has delivered to ServiceMaster correct and complete copies the provision of all Returns, examination reportsrecords, and statements of deficiencies assessed against (ii) nothing herein shall be deemed to prevent or agreed restrict the Purchaser or the Company from making any Tax reporting or filing that is required or permitted to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment be made by the Tax Equity and Fiscal Responsibility Act of 1982Purchaser or the Company under applicable Laws.
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending on or prior to the Closing were fully and properly available to LandCare under all applicable tax laws, regulations and administrative interpretations thereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Luokung Technology Corp.)
Tax Filings and Payments. Each Borrower and each Material Subsidiary has filed all material Tax returns which are required to have been filed in any jurisdiction. Each Borrower has, and each Material Subsidiary has, paid all material Taxes shown to be due and payable on any Tax return filed by it and all other material Taxes and assessments payable by it, to the extent the same have become due and payable and before they have become delinquent, except for any material Taxes, or material existing or known proposed assessments or reassessments in respect of which all of the following conditions are met:
(i) All Returns the amount, applicability or validity thereof is currently being contested (as hereinafter definedor will be protested once initiated) required to be filed on or before the date hereof and the date of the Closing in good faith by or on behalf of LandCare have been duly filed on a timely basis and such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material.appropriate proceedings;
(ii) LandCare has timely paid or made adequate provision for all Taxes and, no other material Taxes are payable by LandCare the execution of any judgment with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns).thereto has been stayed;
(iii) LandCare each Borrower or relevant Material Subsidiary has made or will make adequate provision for all Taxes payable for any periods that end set aside on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing its books reserves with respect thereto (segregated to the extent such Taxes are attributable required by GAAP) deemed by it to the portion of any such period ending at the Closing.be adequate; and
(iv) notice has been provided to the Agent pursuant to Section 8.2(h)(iii) if the amount thereof exceeds or could reasonably be expected to exceed US$20,000,000 (or the Equivalent Amount in any other currency).”
(d) The chargesrepresentation and warranty set out in Section 7.1(q) is restated to remove the wording “, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected it being understood however that, in each case, the impacts of COVID-19 on the books business, operations or financial condition of LandCare are not materially less than the Tax liabilities accruing WFT or payable by LandCare in respect any of periods prior its Subsidiaries that occurred and were disclosed to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements.
(v) LandCare is not delinquent in the payment of any Taxes Administration Agent or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paid.
(vi) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare that are not adequately reserved for.
(vii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated federal income tax return, of which LandCare is the common parent), including, without limitation, liability arising from the application of U.S. Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law.
(xi) LandCare is not nor has it ever been a party to any tax sharing agreement with any entity.
(xii) To LandCare's knowledge, no claim has ever been made by an authority in a jurisdiction where LandCare does not file Returns that it is or may be subject to taxation by that jurisdiction.
(xiii) There are no liens on any of the assets of LandCare that arose in connection with any failure (or alleged failure) to pay any Taxes.
(xiv) LandCare has withheld and paid over and complied with all material information reporting and backup withholding requirements, including, without limitation, maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
(xv) LandCare does not expect any authority to assess any additional Taxes for any period for which Returns have been filed except to an extent consistent with LandCare's past experience as reflected in its otherwise publicly released financial statements.
(xvi) LandCare has delivered to ServiceMaster correct and complete copies of all Returns, examination reports, and statements of deficiencies assessed against or agreed to by LandCare.
(xvii) LandCare is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982.
(xviii) All material net operating losses, credits and other tax attributes utilized by LandCare during any taxable year ending available on or prior to the Closing were fully Date will be disregarded”.
(e) Following the completion of the Norbord Arrangement, each of WFUS and properly available Norbord will provide the representations and warranties set out in Section 7.1 of the Credit Agreement, as so amended, only as to LandCare under all applicable tax laws, regulations matters pertaining to itself and administrative interpretations thereofits respective Subsidiaries.
(f) The list of Material Subsidiaries attached as Schedule 4 to the Credit Agreement is deleted and replaced with Schedule 4 in the form attached to this Agreement.
Appears in 1 contract
