Tax Guarantee Clause Samples
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Tax Guarantee. Sellers guarantee that as of the Signing Date, the Companies (i) have duly and timely paid (or withheld and remitted) all Taxes relating to any time period up to the Signing Date when due (fällig), and (ii) have duly and timely filed in accordance with applicable law all tax returns. All tax returns are correct and complete and have been prepared in accordance with applicable laws, rules and regulations. The books, accounting and other records of the Companies as well as any other documentation required to be prepared and maintained by the Company according statutory tax law, rules and regulations (i) are complete and up to date, (ii) contain complete and accurate details of the business activities of the Companies and of all matters to be recorded and documented under applicable law, including tax laws, rules and regulations, and (iii) have been maintained in accordance with applicable legal and tax law, rules and regulations on a proper and consistent basis. No notice or allegation that any books and records are incorrect or should be rectified has been received by the Companies in writing. Purchaser is aware that the completeness of the transfer pricing documentation of the Companies has been disputed in the current tax audit and, therefore, shall not be entitled to any claim under this Clause 9.2 in relation to the transfer pricing documentation of the Companies (but, for the avoidance of doubt, potential claims under Clause 9.3 shall remain unaffected). [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
Tax Guarantee. The Sellers also guarantee as an independent guarantee pursuant to § 311 para. 1 BGB that, as of the Closing Date:
(a) RÖNTEC AG has provided all declarations and preliminary notifications about taxes, fees, contributions and other levies, customs duties and social insurance contributions and all other legally required declarations to the relevant authorities on time or in accordance with an express or implicit extension of deadline and in a complete and truthful manner. There are no external audits or other audits currently being conducted at RÖNTEC AG;
(b) RÖNTEC AG has completely paid when due all taxes including tax prepayments, fees, contributions and other levies, customs duties and social insurance contributions and has withheld all taxes (tax withholding amounts), fees, contributions and other levies, customs duties and social insurance contributions which were required to be withheld and has passed them on to the respective recipient when due and has paid all ancillary tax payments, amounts subject to tax liability and penalties;
(c) RÖNTEC AG has set aside tax provisions in the Annual Financial Statements at least in the amount required by law to the extent that taxes, including tax withholding amounts, ancillary tax payments and amounts subject to tax liability, fees, contributions and other levies, customs duties and insurance contributions as well as fines were not paid or not paid in full for assessment periods prior to 30 June 2005;
(d) RÖNTEC AG has accurately reported any claims for reimbursement or return of taxes, fees, contributions and other levies, customs duties and social insurance contributions in the Annual Financial Statements.
Tax Guarantee. Mr. Kachel represents and warrants to Crypto and Purchaser in respect to his sole proprietorship under the trade name Coin Tracking e.K., Kachel Holding and the GmbH by way of independent promise of guarantee, irrespective of fault, in accordance with Section 311 para. 1 BGB (selbständiges verschuldensunabhängiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) that each statement set forth hereinafter is complete (vollständig) and correct (richtig) as of the Effective and Date and Closing.
(a) H▇▇▇ ▇▇▇▇▇▇ und die GmbH haben (i) alle Steueranmeldungen, Steuervoranmeldungen und alle Steuererklärungen und andere Erklärungen und Anmeldungen im Zusammenhang mit Steuern rechtzeitig abgegeben; und (ii) alle Steuern einschließlich Steuervorauszahlungen ordnungsgemäß in Übereinstimmung mit geltendem Recht und den jeweils geltenden steuerlichen Veröffentlichungen der Steuerbehörden gezahlt und/oder einbehalten.
(a) Mr. Kachel and the GmbH have (i) timely filed all Tax declarations (Steueranmeldungen), advance Tax declarations (Steuervoranmeldungen) and all Tax returns (Steuererklärungen) and any other declarations and filings in connection with Taxes; and (ii) duly paid and/or withheld all Taxes including Tax prepayments, in compliance with applicable law and the respective applicable published Tax regulations of the Tax authorities.
Tax Guarantee. Damages based on Tax Guarantees § 8 DISCHARGE OF RÖNTEC AG’S LIABILITIES
Tax Guarantee. The transportation companies of one country shall provide the customs authorities of the other Party with the tax guarantee required under the laws and regulations of the other Party.
Tax Guarantee. The Seller guarantees to the Purchaser in the form of independent guarantees (as further set forth in the introduction to Section 8) that, as of the date hereof, except as otherwise disclosed in accordance with Section 9.4.1,
13.2.1 all Tax Returns required to be filed with any Tax Authority on or prior to the date hereof with respect to any Pre-Closing Date Tax Period by or on behalf of the Seller or the Group Companies have been filed on a timely basis taking into account any permitted extension;
13.2.2 the Seller and the Companies have timely paid (if required by applicable law) all Taxes shown as payable by them (i) on any valid and enforceable Tax assessment notice issued by any Tax Authority other than Taxes contested in good faith that are listed and described in Disclosure Schedule 13.2.2 or (ii) on any Tax Return filed by them with any Tax Authority; and
13.2.3 neither the Seller nor any Company is involved in any Tax audit or investigation (other than regular Tax audits in the Ordinary Course of business, such as the routine Betriebsprufungen in Germany) as of the Signing Date. Between the Signing Date and the Closing Date the Seller will notify without undue delay the Purchaser of any audit with respect to a Group Company taking place or being announced after the Signing Date.
Tax Guarantee. 11.7.1 As soon as possible after the Signing Date, the Seller or the Guarantor shall provide the Purchaser 1 with a guarantee (Garantie) or suretyship (Burgschaft) from Bank of America or any other reputable bank in an amount of EUR 5,000,000.00 (five million Euros), including in the form of a guarantee or suretyship "up to a maximum of EUR 5,000,000.00" or with a similar wording, for the Purchasers and the Bally ▇▇▇▇▇ Group Entities as beneficiaries (the "BENEFICIARIES", and each of them, a "BENEFICIARY"), it being provided that such guarantee or suretyship shall be payable upon first demand and shall not require any beneficiary to seek payment from the Seller or the Guarantor before seeking payment from such bank (the "INITIAL TAX GUARANTEE"). The Initial Tax Guarantee shall secure the fulfillment of the Seller's potential payment obligations under this Section 11. The Beneficiaries shall be entitled to demand payment under the Initial Tax Guarantee only (i) directly to the respective Taxing Authority upon presentation of an assessment notice or other decree requiring a payment in at least the amount that is being claimed under the Initial Tax Guarantee or (ii) upon proof that the Beneficiaries, or any of them, have already made a payment in at least such amount to the Taxing Authority. The Initial Tax Guarantee shall not be deemed to violate the "first demand" requirement set forth in the first sentence of this Section 11.7.1 if it includes the limitations set forth in the preceding sentence. The Initial Tax Guarantee shall be for a term until and including at least July 31, 2015.
11.7.2 The Seller and the Guarantor shall have the right to replace the Initial Tax Guarantee by a bank guarantee for an amount less than EUR 5,000,000.00 (five million Euros) from the same bank or another reputable bank (the "REDUCED TAX GUARANTEE") if and to the extent that the Seller and the Guarantor on the one hand and the Purchasers (or any legal successor thereof) on the other hand, acting in good faith and taking into account all relevant information (including, in particular, any tax assessment or other statement or decree from the relevant Taxing Authorities which may have been issued in the meantime), mutually determine that the realistic maximum exposure of the Bally ▇▇▇▇▇ Group for the period up to and including June 30, 2003 under the "double dip" tax issue that is currently under review by the relevant Taxing Authorities as a result of the pending tax audit for ...