Tax Matter. To the extent that its tax filings, liabilities, payments, or provisions for payment could give rise to a claim against or affect the right of ownership to the Shares, Hartcourt has filed or will file all federal, state, and local income, excise, property, and other tax returns, forms, or reports, which are due or required to be filed by it and has paid, or made adequate provision for payment of all taxes, interest, penalty fee, assessment, or deficiencies shown to be due or claimed to be due or which have or may become due on or in respect of such returns or reports.
Tax Matter. The Borrower has no knowledge of any pending assessments or adjustments of its income tax for any year and all taxes due have been paid, except as have been disclosed in writing to the Bank.
Tax Matter. (i) The Company has received from the Internal Revenue Service, and delivered to Buyer, a private letter ruling under Treas. Reg. Section 301.9100 that the transfer in 2001 of the fifty percent (50%) ownership interest in the Company from PECO Energy Company to Exelon had the tax consequences set forth in Treas. Reg. Section 1.468A-6(c); or (ii) Buyer has received a “will” opinion to the foregoing effect, dated as of the Closing Date, from counsel to Seller, addressed and in form satisfactory to Buyer in Buyer’s sole and absolute discretion.
Tax Matter. For greater certainty, the Parties acknowledge and agree that no part of the Consideration can reasonably be regarded as separate consideration for any of the representations, warranties, covenants or other rights in this Agreement.
Tax Matter. The Parties shall take all necessary measures to avoid double taxation on payments to be made under this Agreement. [Remainder of page intentionally left blank - Signatures found on next page] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Tax Matter. (1) All federal, state, local and foreign Tax Returns and reports required to be filed with respect to the Company or its businesses or assets, including, without limitation, any consolidated federal income tax returns filed on behalf of the affiliated group (as defined in Section 1504(a) of the Code) of which the Company is a member, and any combined income tax return filed on behalf of a group of corporations of which the Company is a member, have been duly and timely filed as required, are true, correct and complete as filed, and reflect accurately all liability for Taxes for the periods to which such returns and documents relate, and all amounts showing as owing thereon have been paid. All Taxes upon the Company or upon its properties, assets, income or franchises which are due and payable, and all assessments and taxes upon any group of corporations of which the Company is a member or upon such group's properties, assets or income, through the Closing Date have been paid, except as reflected by accruals on the Closing Date balance sheet. The parties acknowledge that the federal income tax return for the final year ended on October 31, 1998, has not yet been filed.
Tax Matter. The Company shall have reasonably determined that the Merger will qualify as a reorganization under Section 368(a) of the Code. -44- 51 ARTICLE VI - COVENANTS Between the date of this Agreement and the Effective Time, or such later period as set forth in Sections 6.5, 6.8 and 6.9, the parties covenant and agree as set forth in this Article VI.
Tax Matter. The Seller agrees not to file any Tax Return in which the position is taken, directly or indirectly, that the Seller should be deemed to have paid any amount to the Buyer in exchange for the Buyer's assumption of any liability related to any pre-paid income, or otherwise claim an income tax deduction relating to such items.
Tax Matter. All currently due taxes, including Federal, State and local income, franchise, withholding, and sales taxes, have been paid and there are no accrued taxes which would result in a lien on the assets after the Time of Closing. All such taxes due by Seller after the Time of Closing shall be paid by Seller on or before the due date.
Tax Matter. The parties hereto intend that the Merger shall ---------- qualify as a tax-free reorganization under Section 368(a) of the Code. Without limiting the generality of the foregoing, each party agrees not to take any position on any Tax Returns that is inconsistent with its undertaking pursuant to this Section 6.2(f) and agrees to prepare and timely file any required reports and information consistent with this Section 6.2(f).
