Common use of Tax Matters Clause in Contracts

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 2 contracts

Samples: Shareholder Agreement (Community Financial Corp /Md/), Shareholder Agreement (Shore Bancshares Inc)

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Tax Matters. Each (i) Section 5.01(m)(i) of TCFC the MediVision Disclosure Letter lists each material Tax or other incentive granted to or enjoyed by MediVision and its Subsidiaries has duly under the Laws of the State of Israel or any other jurisdiction (the “Grants”). The copies of the up-to-date report listing all grants received by MediVision from the OCS, all applications for Grants and timely filed (including of all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itletters of approval, and all such Tax Returns supplements thereto that MediVision has made available to OIS are true, correctcorrect and complete copies; Section 5.01(m)(i) of the MediVision Disclosure Letter details all material undertakings of MediVision given in connection with the Grants. MediVision and its Subsidiaries have complied with all material requirements of Law to be entitled to claim all Grants. Without limiting the generality of the above, Section 5.01(m)(i) of the MediVision Disclosure Letter includes the aggregate amounts of each Grant, and complete the aggregate outstanding obligations thereunder of MediVision and its Subsidiaries with respect to royalties, or the outstanding amounts to be paid by the OCS or any other Governmental Entity to MediVision and the composition of such obligations or amount by the product or product family to which it relates. MediVision is in compliance, in all material respects, with the terms and conditions of the Grants and has duly fulfilled, in all material respects, all the undertakings relating thereto. Neither TCFC nor To MediVision’s knowledge, subject to receipt of the Investment Center Approval, the OCS Approval and the other approvals of Governmental Entities specified as required herein, consummation of the Merger will not adversely affect the continued qualification for the incentives or the terms or duration thereof or require any of its Subsidiaries is the beneficiary recapture of any extension previously claimed Tax incentive, and no consent or approval of time within which to file any material Tax Return (Governmental Entity is required, other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined as contemplated by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e5.01(m)(i) of the Code MediVision Disclosure Letter, prior to the consummation of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within to preserve the meaning of Section 355(a)(1)(A) entitlement of the Code) in a distribution Surviving Corporation or its Subsidiaries to any such Tax incentive. MediVision is not aware of stock intending any event or other set of circumstances that might lead to qualify for Tax-free treatment under Section 355 the revocation or material modification of any of the CodeGrants. Neither TCFC None of the products currently manufactured and sold by MediVision, directly or indirectly, uses any technology that was developed using funding provided by the OCS (“OCS Funded Technology”), nor is any of its Subsidiaries has participated the technology contained in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) any of the Codeproducts currently manufactured or sold by MediVision or products that are currently proposed by MediVision based on the OCS Funded Technology. TCFC To MediVision’s knowledge, there has made available to SHBI (A) true and correct copies been no indication from any Israeli Tax authority that the consummation of the U.S. federal, state, local Merger would adversely affect the Surviving Corporation’s ability to set off for Israeli Tax purposes in the future any and foreign income Tax Returns filed all losses accumulated by or on behalf MediVision as of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)

Tax Matters. Each of TCFC Target and its Subsidiaries and any consolidated, combined, unitary or aggregate group for Tax purposes of which Target or any Subsidiary of Target is or has duly and been a member has timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of it (after giving effect to any extension of time within which properly granted by a Tax Authority having authority to file any material Tax Return do so) and has timely paid (other than extensions or Target has timely paid on its behalf) all Taxes required to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries be paid by it (whether or not shown on any such Tax Returns) ), except Taxes that are due being contested in good faith by appropriate proceedings and for which Target or the applicable Subsidiary of Target have been fully and timely paidset aside adequate reserves on the Target Balance Sheet. Each of TCFC such Tax Return is complete and accurate in all material respects. The Target Balance Sheet reflects an adequate reserve for all material Taxes payable by Target and its Subsidiaries has withheld for all taxable periods and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partyportions thereof through the date of such balance sheet. Neither TCFC Target nor any of its Subsidiaries has granted incurred any extension material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or waiver of the limitation period applicable to circumstance exists, which would present a risk that any material Tax that remains described in effectthe preceding sentence will be imposed upon Target or any Subsidiary of Target. The federal income No material deficiencies for any Taxes have been proposed, asserted or assessed against Target or any Subsidiary of Target, and no requests for waivers of the time to assess any such Taxes are pending and no extensions of time to assess any such Taxes are in effect and no Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS Target or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment are currently being audited by any applicable Tax Authority or proposed assessment in connection are threatened with any such audit. All material amount Taxes required to be withheld, collected and paid over to any Tax Authority by Target and any Subsidiary of TaxesTarget have been timely withheld, collected and there are no threatened in writing paid over to the proper Tax Authority. No Tax Authority has imposed an Encumbrance against Target or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound any of their respective properties for any Taxes payable pending actions or proceedings by any Tax sharingAuthority for assessment or collection of any Tax. No written claim has been made by a Tax Authority in a jurisdiction where Target or any Subsidiary of Target does not file Tax Returns that it is or may be subject to taxation by the jurisdiction. Neither Target nor any Subsidiary of Target is party to, nor has any liability under (including liability with respect to any predecessor entity), any indemnification, allocation or indemnification sharing agreement with respect to Taxes. No shareholder of Target, acting alone or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (group, currently owns, or series of related transactions)” within owned at any time in the meaning of Section 355(e) last five years, 25% or more of the Code issued shares of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning any class of Section 355(a)(1)(A) capital stock of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Target.

Appears in 2 contracts

Samples: Arrangement Agreement (Global Election Systems Inc), Arrangement Agreement (Global Election Systems Inc)

Tax Matters. Each of TCFC The Designated Employee will be liable for and its Subsidiaries has duly and timely filed (including will pay all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed Designated Employee’s tax liability by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary virtue of any extension of time within which payments made to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of Designated Employee under the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract Plan or otherwise. Neither TCFC nor The Designated Employee shall not be entitled to any parachute tax gross-up payment. Accordingly, notwithstanding any contrary provisions in any other plan, program or policy of its Subsidiaries has beenPerspecta, within if all or any portion of the past two (2) years benefits payable under the Plan, either alone or otherwise as part of a together with other payments and benefits which the Designated Employee receives or is entitled to receive from Perspecta or any other source, would constitute an plan (or series of related transactions)excess parachute payment” within the meaning of Section 355(e) 280G of Code, Perspecta shall reduce the Designated Employee’s payments and benefits payable under the Plan to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code Code, but only if, by reason of such reduction, the net after-tax benefit after such reduction shall exceed the net after-tax benefit if such reduction were not made. The parachute payments shall be reduced in a manner that provides to the Designated Employee the greatest economic benefit and to the extent the reduction of any two or more parachute payments would produce an economically equivalent benefit to the Designated Employee, each shall be reduced pro rata. “Net after-tax benefit if such reduction were not made” for these purposes shall mean the sum of (i) the total amount payable to the Designated Employee under the Plan, plus (ii) all other payments and benefits which the Merger Designated Employee receives or is also a partthen entitled to receive from Perspecta or otherwise that, alone or in combination with the payments and benefits payable under the Plan, would constitute a “distributing corporationparachute paymentor a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 280G of the Code, less (iii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in a distribution which the foregoing shall be paid to the Designated Employee (based upon the rate in effect for such year as set forth in the Code at the time of stock intending the payment under the Plan), less (iv) the amount of excise taxes imposed with respect to qualify for Tax-free treatment under the payments and benefits described in (i) and (ii) above by Section 355 4999 of the Code. Neither TCFC nor any “Net after-tax benefit after such reduction” for these purposes shall mean the sum of its Subsidiaries has participated (i) (A) the total amount payable to the Designated Employee under the Plan, plus (B) all other payments and benefits which the Designated Employee receives or is then entitled to receive from Perspecta or otherwise that, alone or in combination with the payments and benefits payable under the Plan, would constitute a “reportable transaction” or “listed transactionparachute payment” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) 280G of the Code. TCFC has made available to SHBI , in the case of each of (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued as reduced by a Tax authority within the last three minimum amount such that none of the payments or benefits described in (3A) years relating or (B) would be subject to Taxes due from or excise taxes imposed by Section 4999 of the Code, less (ii) the amount of federal income taxes payable with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Designated Employee (based upon the rate in effect for such year as set forth any income or franchise Tax Returns filed by or on behalf in the Code at the time of the TCFC Group payment under the Plan). The effect of the excise tax imposed under Section 4999 of the Code, “net after tax benefit if such reduction were not made”, “net after tax benefit after such reduction,” greatest economic benefit, economically equivalent benefit and other factors applicable in the determinations to be made under this Section, shall be determined by the Accountants. For the purposes of this Section 5, the “Accountants” shall mean Perspecta’s independent certified public accountants serving immediately prior to the Change of Control. In the event that have been examined such Accountants decline to serve as the Accountants for purposes of this Section 5 or are serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Designated Employee shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accountants hereunder). All fees and expenses of the Accountants in connection with matters relating to this Section 5 shall be paid by any Tax authority since January 1, 2018Perspecta.

Appears in 2 contracts

Samples: Employee Severance Agreement, Management and Key Employees (Perspecta Inc.)

Tax Matters. Each 5.7.1 Except as provided in this Agreement, neither BHLB nor any of TCFC its Subsidiaries or Affiliates has taken or agreed to take any action, has failed to take any action or knows of any fact, agreement, plan or other circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. BHLB and the BHLB Subsidiaries are members of the same affiliated group within the meaning of Code Section 1504(a). BHLB, on behalf of itself and its Subsidiaries Subsidiaries, has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required or caused to be filed all Tax Returns (including, but not limited to, those filed on a consolidated, combined or unitary basis) required to have been filed by itBHLB and the BHLB Subsidiaries prior to the date hereof, or requests for extensions to file such returns and all reports have been timely filed. All such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its BHLB and the BHLB Subsidiaries is have timely paid or, prior to the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (Effective Time will pay, all Taxes, whether or not shown on such returns or reports, due or claimed to be due to any Governmental Entity prior to the Effective Time other than Taxes which are being contested in good faith. BHLB and the BHLB Subsidiaries have declared on their Tax ReturnsReturns all positions taken therein that could give rise to a substantial underpayment of United States Federal Income Tax within the meaning of Section 6662 of the Code (or any corresponding provision of state or local laws). The unpaid accrued but unpaid Taxes of BHLB and the BHLB Subsidiaries did not, as of the most recent BHLB Financial Statements, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) that are due have been fully and timely paidset forth on the face of the most recent BHLB balance sheet (rather than in any notes thereto). Each of TCFC BHLB and its Subsidiaries are subject to Tax audits in the ordinary course of business. BHLB management does not believe that an adverse resolution to any of such audits of which it has withheld Knowledge would be reasonably likely to have a Material Adverse Effect on BHLB. BHLB and paid all material Taxes the BHLB Subsidiaries have not been notified in writing by any jurisdiction that the jurisdiction believes that BHLB or any of the BHLB Subsidiaries were required to have been withheld and paid file any Tax Return in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partysuch jurisdiction that was not filed. Neither TCFC BHLB nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its BHLB Subsidiaries (aA) has been a member of an affiliated a group filing with which they have filed or been included in a combined, consolidated federal or unitary income Tax Return (other than a group the common parent of which was TCFC) BHLB or (bB) has any liability for the Taxes of any person Person (other than TCFC BHLB or any of its the BHLB Subsidiaries) under Treasury Regulation Section Treas. Reg. § 1.1502-6 (or any similar provision of state, local local, or foreign non-U.S. law), as a transferee or successor, by contract contract, or otherwise. As of the date hereof, all deficiencies proposed in writing as a result of any audits have been paid or settled. There are no written claims or assessments pending against BHLB or any BHLB Subsidiary for any alleged deficiency in any Tax, and neither BHLB nor any BHLB Subsidiary has been notified in writing of any proposed Tax claims or assessments against BHLB or any BHLB Subsidiary. BHLB and the BHLB Subsidiaries each have duly and timely withheld, collected and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all applicable laws, and have duly and timely filed all Tax Returns with respect to such withheld Taxes, within the time prescribed under any applicable law. BHLB and the BHLB Subsidiaries have delivered to Legacy true and complete copies of all Tax Returns of BHLB and the BHLB Subsidiaries for taxable periods ending on or after December 31, 2005. Neither TCFC BHLB nor any of its the BHLB Subsidiaries is or has been, within the past two (2) years or otherwise as part of been a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending party to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction,or “listed transaction” within the meaning of Treasury Regulation Section as defined in Code § 6707A(c)(1) and Treas. Reg. § 1.6011-4(b). At no time during Neither BHLB nor any of the past five (5) years BHLB Subsidiaries has TCFC distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code § 355 or Code § 361. Neither BHLB nor any of the BHLB Subsidiaries has been a United States real property holding corporation within the meaning of Section Code § 897(c)(2) of during the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018applicable period specified in Code § 897(c)(1)(A)(ii).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Legacy Bancorp, Inc.), Agreement and Plan of Merger (Berkshire Hills Bancorp Inc)

Tax Matters. Each Except as set forth in the Disclosure Letter, the Company and each other corporation included in any consolidated or combined Tax Return and part of TCFC an affiliated group, within the meaning of Section 1504 of the Code, of which the Company is or has been a member, (a) has paid all Taxes required to be paid by it through the date hereof and its Subsidiaries (b) has duly and filed or caused to be filed in a timely filed manner (including all within any applicable extensionsextension periods) all material Tax Returns with appropriate Governmental Entities in all jurisdictions in which the Tax Returns are required to be filed by itfiled, and all such Tax Returns are true, correct, true and complete in all material respectscomplete. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained Except as set forth in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether Disclosure Letter, the Company is not, nor has it ever been, included in any consolidated or not shown on any combined Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid return for Federal, state or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material local Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to purposes or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been it a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e1504 of the Code. All Taxes, including those shown to be due on each of the Tax Returns, have been timely paid in full. Except as set forth in the Disclosure Letter, no Tax liens have been filed and the Company has not been notified by the Internal Revenue Service or any other taxing authority that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Return, and no waivers of statutes of limitation have been given or requested with respect to the Company. There are no pending Tax audits of any Tax Returns. No unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against the Company or any member of any affiliated or combined group of which the Company was or is a member. The Company has made full and adequate provision (i) on the Latest Balance Sheet for all Taxes payable by it for all periods prior to the date thereof, and (ii) on its books for all Taxes payable by it for all periods beginning on or after such date. The Company has not incurred any Tax Liability since the Latest Balance Sheet Date, except for Taxes incurred in the ordinary course of business. The Company has not made an election to be treated as a "consenting corporation" under Section 341(f) of the Code of which and the Merger Company is also a partnot, nor has it ever been, a “distributing corporation” or a “controlled corporation” ("personal holding company" within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 542 of the Code. Neither TCFC nor any The Company and each of its Subsidiaries predecessors have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has participated in a “reportable transaction” withheld and paid over all amounts required by Law to be withheld and paid from the wages or “listed transaction” within salaries of employees, and the meaning of Treasury Regulation Section 1.6011-4(b)Company is not liable for any Taxes for failure to comply with such Laws. At no time during the past five (5) years The Company neither is nor has TCFC it ever been a United States real property holding corporation within the meaning of party to any Tax sharing agreement. The Company has not agreed to nor is it required to make any adjustments pursuant to Section 897(c)(2) 481 of the Code, and the Internal Revenue Service has not proposed any such adjustments or changes in the Company's accounting method. TCFC has made available to SHBI (A) true and correct copies There is no Contract covering any Person that individually or collectively could, as a result of the U.S. federaltransactions contemplated hereby, stateor otherwise, local and foreign income Tax Returns filed give rise to the payment of any amount being non-deductible by or on behalf the Company by reason of Section 280G of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Code.

Appears in 2 contracts

Samples: Agreement and Plan (Berry Plastics Corp), Agreement and Plan (BPC Holding Corp)

Tax Matters. Each Neither Acquiror nor, to the knowledge of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itAcquiror, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary affiliates has taken or agreed to take any action that would, nor does Acquiror have any knowledge of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in fact or circumstance that is reasonably likely to, prevent the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), Merger from qualifying as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within reorganization under the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning provisions of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2368(a) of the Code. TCFC Acquiror has paid, or made available to SHBI (A) true and correct copies of provision in accordance with generally accepted accounting principles on its balance sheet at December 31, 1997 included in the U.S. Acquiror 10-K, for all federal, state, local local, foreign or other governmental income, franchise, payroll, F.I.C.A., unemployment, withholding, real property, personal property, sales, payroll, disability and foreign income Tax Returns filed by all other taxes imposed on Acquiror or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from Acquiror Subsidiary or with respect to any of their respective properties, or otherwise payable by them, including interest and penalties, if any, in respect thereof (collectively, "Acquiror Taxes"), for the TCFC Group Acquiror taxable period ended December 31, 1997 and all fiscal periods of Acquiror prior thereto, except such nonpayment, or its incomefailure to make provision, assets which, individually or operationsin the aggregate, would not have a Material Adverse Effect on Acquiror. Section 5.03(pAcquiror Taxes paid and/or incurred from December 31, 1997 until the Closing Date shall include only Acquiror Taxes incurred in the ordinary course of business. Acquiror and each of the Acquiror Subsidiaries have timely filed all returns, reports and certifications related to Acquiror Taxes which Acquiror and/or such Acquiror Subsidiary (as the case may be) are required to file ("Acquiror Tax Returns"), and have paid or provided for all the amounts shown to be due thereon, except where such failure to make such timely filings, individually or in the aggregate, would not have a Material Adverse Effect on Acquiror, and except for the nonpayment of TCFC’s Disclosure Schedule sets forth such amounts which, individually or in the aggregate, would not have a Material Adverse Effect on Acquiror. Neither Acquiror nor any income Acquiror Subsidiary (i) has filed or franchise entered into, or is otherwise bound by, any currently effective election, consent or extension agreement that extends any applicable statute of limitations with respect to taxable periods of Acquiror, (ii) is a party to any contractual obligation requiring the indemnification or reimbursement of any person with respect to the payment of any Acquiror Taxes, other than among Acquiror and the Acquiror Subsidiaries, or (iii) has received any claim by an authority in a jurisdiction where neither Acquiror nor any Acquiror Subsidiary files Acquiror Tax Returns filed that they are or may be subject to Acquiror Taxes by that jurisdiction, except for any such claims as, individually or in the aggregate, would not have a Material Adverse Effect on behalf Acquiror. No action or proceeding is pending or, to Acquiror's knowledge, threatened orally to any Acquiror officer or in writing by any governmental authority for any audit, examination, deficiency, assessment or collection from Acquiror or any Acquiror Subsidiary of any Acquiror Taxes, no unresolved claim for any deficiency, assessment or collection of any Acquiror Taxes has been asserted against Acquiror or any Acquiror Subsidiary, and all resolved assessments of Acquiror Taxes have been paid or are reflected on the Acquiror balance sheet at December 31, 1997 included in the Acquiror 10-K, except for any of the TCFC Group that foregoing which, individually or in the aggregate, would not have been examined by any Tax authority since January 1, 2018a Material Adverse Effect on Acquiror.

Appears in 2 contracts

Samples: Agreement of Merger (Sunrise Assisted Living Inc), Agreement of Merger (Karrington Health Inc)

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material All Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itor on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and all such Tax Returns are true(b) have been, corrector will be when filed, and complete prepared in all material respectsrespects in compliance with all applicable Legal Requirements. Neither TCFC nor All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of its Subsidiaries is the beneficiary of deficiency or similar document received by any extension of time within which Acquired Corporation with respect to file any material Tax Return (other than extensions liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to file Tax Returns obtained in the ordinary coursewhich adequate reserves for payment have been established). All There are no liens for material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor upon any of its Subsidiaries has granted the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any material Tax that remains of the Acquired Corporation Returns has been granted and is currently in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined effect (by the IRS Company or are Tax Returns any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to which any Acquired Corporation in respect of any material Tax. None of the applicable Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period for assessment (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under applicable lawstate or foreign Tax laws as a result of transactions or events occurring, after giving effect or accounting methods employed, prior to extensions the Closing. There is no agreement, plan, arrangement or waivers, has expired. Neither TCFC nor other Contract covering any employee or independent contractor or former employee or independent contractor of any of its Subsidiaries has received written notice of assessment the Acquired Corporations that, considered individually or proposed assessment in connection considered collectively with any material amount of Taxesother such Contracts, and there are no threatened in writing will, or pending disputescould reasonably be expected to, claims, audits, examinations give rise directly or other proceedings regarding any material Tax of TCFC and its Subsidiaries or indirectly to the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies payment of any private letter ruling requests, closing agreements amount that would not be deductible pursuant to Section 280G or gain recognition agreements with respect to Taxes requested or executed in Section 162(m) of the last six (6) yearsCode. Neither TCFC nor any None of its Subsidiaries the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or is contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any Tax sharingtax indemnity agreement, tax sharing agreement, tax allocation or indemnification agreement or arrangement (other than such an similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or arrangement exclusively between or among TCFC and its Subsidiaries)similar Contract. Neither TCFC nor None of the Acquired Corporations has made any distribution of its Subsidiaries (astock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) 1504 of the Code Code, other than an affiliated group of which the Merger Company is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018common parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger And (Titan Corp), Agreement and Plan of Merger And (Datron Systems Inc/De)

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including Except as disclosed on Schedule 2.16, all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itHe-Ro and any Subsidiary (or predecessors) on or before the Closing Date have been or shall be timely filed or He-Ro has or will have obtained a valid extension for any such filing, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within Taxes which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely or shall be paid. Each All Taxes of TCFC He-Ro and any Subsidiary attributable to periods ending on or before the Closing Date which are not yet due have been adequately provided for. As of the time of filing, the Tax Returns correctly reflected (and, as to any Tax Returns not filed as of the date thereof will correctly reflect) the facts regarding the income, business, assets, operations, activities and status of He-Ro and its Subsidiaries Subsidiaries. There are no Tax Liens upon any assets of He-Ro or any Subsidiary except for Liens for current Taxes not yet due and payable. All amounts required to be withheld by He-Ro or any Subsidiary from employees for income Taxes, social security and other payroll Taxes have been collected and withheld, and either paid to the respective Governmental Bodies (as defined below), set aside in accounts for such purpose, or have been or will be accrued, reserved against and entered upon the books and records of He-Ro or any Subsidiary. All Taxes which are due and payable by He-Ro or any Subsidiary under any He-Ro Lease for the period prior to and including the Closing Date have been or shall be paid prior to Closing. Except for sales Taxes which result from the consummation of the Contemplated Transactions, if any, He-Ro and each Subsidiary has withheld collected and paid remitted to the appropriate Tax Authority all material sales and use or similar Taxes required to have been withheld collected on or prior to the Closing Date and paid have been furnished properly completed exemption certificates for all exempt transactions. He-Ro has maintained and has in its possession all records, supporting documents and exemption certificates required by applicable sales Tax statutes and regulations to be retained in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any the collection and remittance of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC sales and its Subsidiaries use Taxes for all years prior periods up to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expiredClosing Date. Neither TCFC He-Ro nor any of its Subsidiaries has received written notice of assessment Subsidiary (or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6predecessors) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by has received any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or notice with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.any

Appears in 2 contracts

Samples: Stock Purchase Agreement (He Ro Group LTD), Stock Purchase Agreement (Han Hong J)

Tax Matters. Each Attached hereto as Exhibit 5 are complete and correct copies of TCFC the income tax returns of the Seller for the Seller's three fiscal years ended December 30, 1993, December 30, 1994, and its Subsidiaries December 30, 1995 (collectively, the "Returns"), as filed by the Seller with the Internal Revenue Service (the "IRS"). All information reported on the Returns is true, accurate, and complete. The Seller is not a party to, and is not aware of, any pending or threatened action, suit, proceeding, or assessment against it for the collection of taxes by any Government or Governmental Agency. The Seller has duly and timely filed (including with all applicable extensions) appropriate Governments and Governmental Agencies, all material Tax Returns in all jurisdictions in which Tax Returns are tax returns, information returns, and reports required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respectsthe Seller. Neither TCFC nor any of its Subsidiaries is Except for accruals for taxes payable (the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained "Accrued Taxes") as set forth in the ordinary courseSeller's Balance Sheet as of September 30, 1995 (the "Balance Sheet"), the Seller has paid in full all taxes, interest, penalties, assessments and deficiencies owed by the Seller to all taxing authorities. All material taxes and other assessments and levies which the Seller is required by applicable Law to withhold or to collect have been duly withheld and collected and have been paid over to the proper Governments and Governmental agencies or are properly held by the Seller for such payment. All claims by the IRS or any state taxing authorities for taxes due and payable by the Seller have been paid by the Seller. The provisions for the Accrued Taxes are adequate for the payment of TCFC and its Subsidiaries all of the Seller's liabilities for unpaid taxes (whether or not shown on any Tax Returns) that are due have been fully and timely paiddisputed). Each of TCFC and its Subsidiaries has withheld and paid all material Taxes All federal income tax returns required to be filed by the Seller have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have either been examined by the IRS, or the period during which any assessments may be made by the IRS has expired without waiver or are Tax Returns with respect to which extension for all years through the applicable period for assessment under applicable lawSeller's fiscal year ended September 30, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes1995, and there are no threatened in writing any deficiencies or pending disputesassessments claimed or made have been paid, claims, audits, examinations settled or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed fully provided for in the last six (6) yearsFinancial Statements. Neither TCFC nor any of its Subsidiaries is The Seller has not filed a party consent pursuant to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e341(f) of the Internal Revenue Code of which 1986, as amended. The Seller is not a party to, and is not aware of, any pending or threatened action, suit, proceeding, or assessment against it for the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning collection of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined taxes by any Tax authority since January 1, 2018Government or Governmental Agency.

Appears in 2 contracts

Samples: Assets Purchase Agreement (Acadia National Health Systems Inc), Assets Purchase Agreement (Acadia National Health Systems Inc)

Tax Matters. Each Except as set forth in the Chancellor Disclosure Letter, (A) Chancellor and each of TCFC and its Subsidiaries has duly and subsidiaries have timely filed (including all applicable extensions) with the appropriate taxing authorities all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, through the date hereof and will timely file any such material Tax Returns required to be filed on or prior to the Closing Date (except those under valid extension) and all such Tax Returns are true, correct, and complete will be true and correct in all material respects. Neither TCFC , (B) all Taxes of Chancellor and each of its subsidiaries shown to be due on the Tax Returns described in (A) above have been or will be timely paid or adequately reserved for in accordance with GAAP (except to the extent that such Taxes are being contested in good faith), (C) no material deficiencies for any Taxes have been proposed, asserted or assessed against Chancellor or any of its subsidiaries that have not been fully paid or adequately provided for in the appropriate financial statements of Chancellor and its subsidiaries, and no power of attorney with respect to any Taxes has been executed or filed with any taxing authority and no material issues relating to Taxes have been raised in writing by any governmental authority during any presently pending audit or examination, (D) Chancellor and its subsidiaries are not now subject to audit by any taxing authority and no waivers of statutes of limitation with respect to the Tax Returns have been given by or requested in writing from Chancellor or any of its subsidiaries, (E) there are no material liens for Taxes (other than for Taxes not yet due and payable) on any assets of Chancellor or any of its subsidiaries, (F) neither Chancellor nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries subsidiaries is a party to or is bound by (nor will any Tax of them become a party to or bound by) any tax indemnity, tax sharing, tax allocation agreement, or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.agreement,

Appears in 2 contracts

Samples: Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles)

Tax Matters. Each of TCFC Except as disclosed in Schedule E, GenSci and its Subsidiaries each GenSci Subsidiary has duly and filed on a timely filed (including basis all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, it with the appropriate Governmental Entity (and all such Tax Returns are true, correctcomplete and correct and have been prepared in compliance with all applicable laws and regulations), and complete in has paid all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not such Taxes are shown or required to be shown on any a Tax Returns) that Return so filed), including all instalments on account of Taxes for the current year, which are due have and payable on or before the date hereof; adequate provision has been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid made for all material Taxes such amounts payable for the current period for which Tax Returns are not yet required to have be filed; adequate provision has been withheld and paid made in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries GenSci US Financial Statements for all years prior such amounts accruing or otherwise expected or incurred to and including 2019 have been examined or by GenSci US Subsidiary for the period covered by the IRS GenSci US Financial Statements; all such amounts accruing or are Tax Returns with respect otherwise expected or incurred (net of positive adjustments) to or by GenSci US Subsidiary for the period to the Effective Time (and not already reflected in the GenSci US Financial Statements) do not exceed $100,000 in the aggregate (and, in the case of payroll taxes incurred, up to $180,000, which payroll taxes will be substantially remitted in the applicable period for assessment under applicable law, after giving effect normal course of business to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and the Effective Time); there are no threatened in writing or pending disputesagreements, claims, audits, examinations waivers or other proceedings regarding any material Tax arrangements providing for an extension of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group filing of any Tax Return by, or its incomepayment of any tax, assets governmental charge or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed deficiency by or against GenSci and each GenSci Subsidiary; to the best knowledge of GenSci there are no actions, suits, proceedings, investigations or claims commenced, threatened or contemplated against GenSci or any GenSci Subsidiary in respect of Taxes, or grounds for any material claim in respect thereof, or any matters under discussion with any Governmental Entity relating to Taxes asserted by any such Governmental Entity. The transactions contemplated under this Agreement and the Plan of Arrangement will not, at any time before or after the Effective Time, result in GenSci US Subsidiary having a material liability or material contingent or future liability for any amount or to any Person (other than an obligation to pay fair value to a Dissenting Shareholder as contemplated in this Agreement) including, without limitation, any liability or contingent or future liability in respect of any Taxes (unless such liability or contingent or future liability would not exceed $100,000) or otherwise, provided, however, that GenSci US Subsidiary may have potential U.S. withholding liability on behalf interest deemed paid on GenSci US Subsidiary Loans as a result of the TCFC Group transactions contemplated under this Agreement, and provided that have been examined GenSci US Subsidiary may recognize gain and incur Tax liability solely as a result of an election by IsoTis, pursuant to Section 338 of the Code (a “338 Election”) to treat the acquisition of the GenSci US Subsidiary Shares as an acquisition of assets for United States federal income tax purposes and provided, additionally, that GenSci US Subsidiary may recognize gain, and incur Tax liability, upon the purchase by IsoTis of any Tax authority since January 1assets of GenSci US Subsidiary prior to or on the Effective Date. In addition, 2018.and without limiting the generality of this §3.2(u),

Appears in 2 contracts

Samples: Arrangement Agreement (Isotis Sa), Arrangement Agreement (Isotis Sa)

Tax Matters. Each of TCFC Park and its Subsidiaries has duly and have timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such with the appropriate Governmental Authority. Such Tax Returns are and will be true, correct, correct and complete in all material respects. Park and its Subsidiaries have paid and discharged all Taxes due (whether reflected on such Tax Returns or otherwise), other than such Taxes that are adequately reserved as shown on the Park Financial Statements or have arisen in the ordinary course of business since June 30, 2006 or Taxes the nonpayment of which would not have a Material Adverse Effect on Park. Neither TCFC the IRS nor any other Governmental Authority, domestic or foreign, has asserted, is now asserting or, to the knowledge of Park, is threatening to assert against Park or any of its Subsidiaries any material deficiency or claim for additional Taxes. No federal, state, local or foreign Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Park or any of its Subsidiaries and, to the knowledge of Park, no such audit or proceeding is the beneficiary threatened. There are no unexpired waivers by Park or any of its Subsidiaries of any statute of limitations with respect to Taxes. No extension of time within which to file any material Tax Return (other than extensions for a period with respect to file Tax Returns obtained which the statute of limitations has not expired) has been filed, or has been requested or granted. The accruals and reserves for Taxes reflected in the ordinary course)Park Financial Statements are adequate in all material respects for the periods covered. All material Taxes of TCFC Park and its Subsidiaries (whether have withheld or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld collected and paid over to the appropriate Governmental Authorities or are properly holding for such payment all material Taxes required by Law to have been be withheld or collected. There are no Liens for Taxes upon the assets of Park or any of its Subsidiaries, other than Liens for current Taxes not yet due and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partypayable. Neither TCFC Park nor any of its Subsidiaries has granted any extension or waiver filed a consent under Section 341(f) of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expiredCode concerning collapsible corporations. Neither TCFC Park nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesagreed to make, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by required to make, any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries)adjustment under Section 481(a) of the Code. Neither TCFC nor any of its Subsidiaries (a) Park has never been a member of an affiliated group filing a consolidated federal income Tax Return (of corporations, within the meaning of Section 1504 of the Code, other than a an affiliated group of which Park is or was the common parent corporation. Neither Park nor any of which was TCFC) or (b) its Subsidiaries has any liability for the Taxes of any person other Person (other than TCFC or any members of its Subsidiariesthe Park affiliated group) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise. Neither TCFC As of the date hereof, neither Park nor any of its Subsidiaries has been, within any reason to believe that any conditions exist that might prevent or impede the past two (2) years or otherwise Merger from qualifying as part of a “plan (or series of related transactions)” reorganization within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A368(a) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vision Bancshares Inc), Agreement and Plan of Merger (Park National Corp /Oh/)

Tax Matters. Each of TCFC (i) Except as set forth on the attached "Taxes Schedule": the Company and its Subsidiaries has duly and timely each Subsidiary have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects. Neither TCFC nor any of its Subsidiaries is ; the beneficiary of any extension of time within which to file any Company, each Subsidiary have paid in all material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material respects all Taxes of TCFC due and its Subsidiaries owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither the Company nor any Subsidiary has waived any statute of its Subsidiaries has granted limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or waiver deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for all years prior to and including 2019 Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been examined filed by the IRS Company and each Subsidiary shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are Tax Returns pending or being conducted with respect to which the applicable period for assessment under applicable lawCompany or any Subsidiary, after giving effect no information related to extensions Tax matters has been requested by any foreign, federal, state or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received local taxing authority and no written notice of assessment indicating an intent to open an audit or proposed assessment in connection with other review has been received by the Company from any material amount of Taxesforeign, federal, state or local taxing authority; and there are no threatened in writing material unresolved questions or pending disputes, claims, audits, examinations claims raised or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group taxing authority concerning the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC Company's or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Subsidiary's Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018liability.

Appears in 2 contracts

Samples: Purchase Agreement (Prudential Private Equity Investors Iii Lp), Purchase Agreement (Regent Assisted Living Inc)

Tax Matters. Each of TCFC 4.11.1. Except as set forth on the attached "Taxes Schedule": the Company, each Subsidiary and its Subsidiaries has duly and timely each Affiliated Group have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects. Neither TCFC nor any of its Subsidiaries is ; the beneficiary of any extension of time within which to file any Company, each Subsidiary and each Affiliated Group in all material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material respects have paid all Taxes of TCFC due and its Subsidiaries owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither the Company, any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries has granted any extension or waiver if their current tax year were treated as ending on the date of the limitation period applicable Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax that remains in effect. The Returns have been filed by the Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of TCFC the Company and its Subsidiaries have been audited and closed for all tax years prior through 1998; to and including 2019 have been examined by the IRS best of the Company's knowledge, no foreign, federal, state or local tax audits or administrative or judicial proceedings are Tax Returns pending or being conducted with respect to which the applicable period for assessment under applicable lawCompany, after giving effect any Subsidiary or any Affiliated Group; no information related to extensions Tax matters has been requested by any foreign, federal, state or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received local taxing authority; no written notice of assessment indicating an intent to open an audit or proposed assessment in connection with other review has been received by the Company from any material amount of Taxesforeign, federal, state or local taxing authority; and there are no threatened in writing material unresolved questions or pending disputesclaims concerning the Company's, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC Subsidiary's or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Affiliated Group Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018liability.

Appears in 2 contracts

Samples: Subordinated Loan Agreement (Synagro Technologies Inc), Senior Subordinated Loan Agreement (Synagro Technologies Inc)

Tax Matters. Each Except as set forth in Item 2.10 of TCFC the Powertel Letter or as would not have a Material Adverse Effect on Powertel: (i) Powertel and its each of the Powertel Subsidiaries has duly and have timely filed (including all applicable extensionsafter taking into account any extensions to file) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and them either on a separate or combined or consolidated basis; (ii) all such Tax Returns are true, correctcorrect in all respects and accurately disclose in all respects all Taxes required to be paid for the periods covered thereby; (iii) Powertel and the Powertel Subsidiaries have paid or caused to be paid all Taxes shown as due on such Tax Returns and all Taxes for which no Tax Return was required to be filed, and complete the financial statements contained in the Powertel SEC Documents reflect an adequate reserve as determined in accordance with generally accepted accounting principles for all material respects. Neither TCFC nor any of its Taxes payable by Powertel and the Powertel Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return and not yet due (other than extensions a reserve for deferred Taxes established to file reflect timing differences between book and Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returnstreatment) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to taxable periods and including 2019 have portions thereof accrued through the date of such financial statements; (iv) none of Powertel or any Powertel Subsidiary has waived in writing any statute of limitations in respect of Taxes; (v) there is no action, suit, investigation, audit, claim or assessment that has been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment formally commenced or proposed assessment in connection with any material amount of Taxes, and there are no threatened to Powertel in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested of Powertel or executed in any of the last six Powertel Subsidiaries where an adverse determination is reasonably likely; (6vi) years. Neither TCFC there are no Liens for Taxes upon the assets of Powertel or any Powertel Subsidiary except for Liens relating to current Taxes not yet due; (vii) all Taxes which Powertel or any Powertel Subsidiary is required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid or accrued on the books of Powertel or such Powertel Subsidiary; (viii) neither Powertel nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) Powertel Subsidiary has been a member of an affiliated any group of corporations filing Tax Returns on a consolidated federal income Tax Return (consolidated, combined, unitary or similar basis other than a each such group the common parent of which was TCFCit is currently a member; (ix) or (b) has any liability for the Taxes no deduction of any person (other than TCFC amount that would otherwise be deductible by Powertel or any of its Subsidiariesthe Powertel Subsidiaries with respect to taxable periods ending on or before the Effective Time could be disallowed under Section 162(m) under Treasury Regulation Section 1.1502-6 of the Code; (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC x) neither Powertel nor any of its the Powertel Subsidiaries has been, within constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the past Code (a) in the two (2) years prior to the date of this Agreement or (b) in a distribution which could otherwise as constitute part of a “plan ("plan" or "series of related transactions)” " (within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of conjunction with the Code. Neither TCFC Reorganization; (xi) neither Powertel nor any of its the Powertel Subsidiaries has participated in is a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a "United States real property holding corporation corporation" within the meaning of Section 897(c)(2) of the Code. TCFC has made available ; (xii) none of Powertel, VoiceStream or any of their Subsidiaries will be obligated to SHBI (A) true and correct copies make a payment, in connection with the transactions contemplated hereunder or otherwise, to any employee or former employee of, or individual providing services to, Powertel or any Powertel Subsidiary that would be a "parachute payment" to a "disqualified individual" as those terms are defined in Section 280G of the U.S. federalCode without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future; and (xiii) none of Powertel, stateVoiceStream or any of their Subsidiaries will be obligated to pay any excise taxes or similar taxes imposed on any employee or former employee of, local and foreign income Tax Returns filed by or on behalf individual providing services to, Powertel or any Powertel Subsidiary under Section 4999 of the TCFC Group for each Code or any similar provisions as a result of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf consummation of the TCFC Group that have been examined by transactions contemplated hereby, either alone or in connection with any Tax authority since January 1, 2018other event.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Powertel Inc /De/), Agreement and Plan of Reorganization (Voicestream Wireless Corp /De)

Tax Matters. Each of TCFC The Company and its Subsidiaries each subsidiary has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are it is required to be filed by it, and file under applicable laws; all such Tax Returns are true, correct, true and complete accurate and has been prepared in compliance with all material respects. Neither TCFC nor applicable laws; the Company has paid all Taxes due and owing by it or any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries subsidiary (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authorities all material Taxes which it is required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of parties; and since December 31, 1998, the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC charges, accruals and its Subsidiaries reserves for all years prior to and including 2019 have been examined by the IRS or are Tax Returns Taxes with respect to which the applicable period Company (including any provisions for assessment under applicable law, after giving effect deferred income taxes) reflected on the books of the Company are adequate to extensions cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or waivers, has expiredany subsidiary is or may be subject to taxation by that jurisdiction. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there There are no threatened in writing foreign, federal, state or local tax audits or administrative or judicial proceedings pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements being conducted with respect to Taxes the Company or any subsidiary; no information related to Tax matters has been requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax sharing, allocation or indemnification agreement or arrangement liability. The Company (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (aA) has been not executed or entered into a member closing agreement pursuant to ss. 7121 of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC Internal Revenue Code or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (predecessor provision thereof or any similar provision of state, local or foreign law); or (B) has not agreed to or is required to make any adjustments pursuant to ss. 481 (a) of the Internal Revenue Code or any similar provision of state, as local or foreign law by reason of a transferee change in accounting method initiated by the Company or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries subsidiaries or has beenany knowledge that the IRS has proposed any such adjustment or change in accounting method, within or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the past two (2) years business or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) operations of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the CodeCompany. Neither TCFC nor any of its Subsidiaries The Company has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC not been a United States real property holding corporation within the meaning of Section ss. 897(c)(2) of the Internal Revenue Code during the applicable period specified in ss. 897(c)(1)(A)(ii) of the Internal Revenue Code. TCFC The Company has not made available to SHBI an election underss. 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) true and correct copies Treas. Reg. ss. 1.1502-6 (or comparable provisions of the U.S. federal, state, local and or foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any audit report issued by tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a Tax authority within the last three (3) years relating party to Taxes due from or with respect an agreement that could obligate it to the TCFC Group or its income, assets or operationsmake any payments that would not be deductible under ss. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf 280G of the TCFC Group that have been examined by any Tax authority since January 1, 2018.Internal Revenue Code. For purposes of this Section 4.14:

Appears in 2 contracts

Samples: Registration Rights Agreement (Medisys Technologies Inc), Credit Agreement (Geotec Thermal Generators Inc)

Tax Matters. Each of TCFC The Corporation has filed all foreign, federal, state, county and its Subsidiaries has duly local reports and timely returns or extensions with respect to Taxes required to be filed (including all applicable extensions) all material Tax Returns with the appropriate governmental agencies in all jurisdictions in which Tax Returns such reports and returns are required to be filed by it, and all such Tax Returns reports and returns are true, correct, correct and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course)respects as filed. All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to accrued by the Corporation for any employeetax period ended on or before December 31, creditor1999 have been fully paid or are adequately provided for on the Audited Balance Sheet as of December 31, stockholder1999. Since December 31, independent contractor or 1999, the Corporation has not incurred any liability for Taxes other third party. Neither TCFC nor any than as a result of the operation of its Subsidiaries has granted business in the ordinary course, consistent with past practice. To the Corporation's knowledge, no issues have been raised which are currently pending by the Internal Revenue Service or any extension other taxing authority concerning the Corporation's liability for Taxes, or waiver the liability of any person whose liability for Taxes is determined by reference to the taxable income of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns Corporation, and no waivers of TCFC and its Subsidiaries for all years prior to and including 2019 statutes of limitations have been examined by the IRS given or are Tax Returns requested with respect to which the applicable period for assessment under applicable law, after giving effect to extensions Corporation or waivers, has expiredany such person. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are There is no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies tax lien of any private letter ruling requestskind outstanding against the assets, closing agreements property, or gain recognition agreements business of the Corporation. All deficiencies asserted or assessments made by the Internal Revenue Service or by any other taxing authorities with respect to Taxes requested with respect to the Corporation have been fully paid or executed in are adequately provided for on the last six Audited Balance Sheet as of December 31, 1999 and no proposed (6but unassessed) yearsadditional Taxes have been asserted and the Corporation does not know of any set of circumstances which exists that could give rise to any claim for Taxes with respect to any period ending on or before the Closing Date. Neither TCFC nor Since January 1, 1997, there have been no audits of the Corporation conducted by the Internal Revenue Service. The Corporation: (i) has not elected to be treated as a collapsible corporation pursuant to Section 341(f) of the Code; and (ii) has not made any other elections pursuant to the Code (other than elections that relate solely to matters of its Subsidiaries accounting, depreciation, or amortization) that would have a Material Adverse Effect. The Corporation has not made any material payments, is not obligated to make any material payments and is not a party to or any agreement that under certain circumstances could obligate it to make any material payments that will not be deductible under Section 280G of the Code. The Corporation is bound by not a party to any Tax sharing, tax allocation or indemnification agreement or arrangement sharing agreement. The Corporation (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (ai) has not been a member of an affiliated group filing a consolidated federal income Tax Return tax return (other than a group the common parent of which was TCFCthe Corporation), and (ii) or (b) has does not have any liability for the Taxes of any person entity (other than TCFC or any of its Subsidiariesthe Corporation) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local local, or foreign law), as a transferee or successor, by contract contract, or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Netvoice Technologies Corp), Securities Purchase Agreement (Netvoice Technologies Corp)

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material All Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itprior to the date hereof with respect to NEC or any of its income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance in all material respects with all applicable laws and regulations, and all such Tax Returns are true, correct, true and complete accurate in all material respects. Neither TCFC nor All Taxes due and payable by or with respect to NEC have been paid, and all Taxes which have been incurred by NEC but which are not yet due are accrued on the Current Balance Sheet, subject to customary year end adjustments and accruals for current year Taxes. Without limiting the foregoing: (i) with respect to each taxable period of NEC, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of its Subsidiaries is Taxes has been asserted or assessed by any taxing authority against NEC; (iii) NEC has not consented to extend the beneficiary of time in which any Taxes may be assessed or collected by any taxing authority; (iv) NEC has not requested or been granted an extension of the time within which to file for filing any material Tax Return to a date later than the Merger Document Execution Date; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or, to the knowledge of NEC, threatened against or with respect to NEC regarding Taxes; (vi) NEC has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) on or prior to the Merger Closing Date; (vii) there are no Liens for Taxes (other than extensions to file Tax Returns obtained in the ordinary course). All material for current Taxes of TCFC not yet due and its Subsidiaries (whether or not shown on any Tax Returnspayable and delinquent) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or upon the assets of TCFC and its Subsidiaries. TCFC has made available NEC; (viii) NEC will not be required (A) as result of a change in method of accounting for a taxable period ending on or prior to SHBI true and complete copies the Merger Closing Date, to include any adjustment under Section 481(c) of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any similar corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Merger Closing Date or (B) as a result of any "closing agreement", as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), as a transferee to include any item of income or successor, by contract or otherwise. Neither TCFC nor exclude any item of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan deduction from any taxable period (or series portion thereof) beginning after the Merger Closing Date; (ix) NEC has not been a member of related transactionsan affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) NEC is not a party to or bound by any tax allocation or tax sharing agreement or has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) there are no material additional Taxes owed by NEC for any period for which Tax Returns have been filed in excess of the amounts shown as due and payable thereon; (xii) NEC has not made any payments, and will not become obligated (under any contract entered into on or before the Merger Document Execution Date) to make any payments, that will be non-deductible under Section 280G of the Code (or any corresponding provision of state, local or foreign law); (xiii) the Shareholders are not a "foreign person" within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 1445 of the Code; (xiv) no claim has ever been made by a taxing authority in a distribution of stock intending jurisdiction where NEC does not file Tax Returns that NEC is or may be subject to qualify for Tax-free treatment under Section 355 of Taxes assessed by such jurisdiction; (xv) NEC does not have any permanent establishment in any foreign country, as defined in the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within relevant tax treaty between the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2America and such foreign country; (xvi) of the Code. TCFC has made available to SHBI (A) true true, correct and correct complete copies of the U.S. federal, state, local all income and foreign income sales Tax Returns filed by or on behalf of with respect to NEC for the TCFC Group past three years have been furnished or made available to DataMEG; (xvii) NEC will not be subject to any Taxes for each of the three most recent fiscal years period ending at the Merger Document Execution Date or for any period for which such returns have a Tax Return has not been filed and imposed pursuant to Section 1374 or Section 1375 of the Code (Bor any corresponding provision of state, local or foreign law); (xviii) no State sales or use tax, State non-recurring intangibles tax, State documentary stamp tax or other State excise tax (or comparable tax imposed by NEC's State of incorporation or State where NEC operates) will be payable by any audit report issued of the DataMEG Companies merely by a Tax authority within virtue of the last three transactions contemplated in this Agreement; (3xix) years no interest or penalties relating to Taxes due from arising as a result of activities during periods ending on or before Merger Closing Date have been or will be incurred by NEC or its successors; and (xx) NEC has withheld all Taxes required to be withheld by it in connection with respect payments to any persons and remitted such Taxes to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or appropriate governmental authorities on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018a timely basis in accordance with all applicable laws.

Appears in 2 contracts

Samples: Merger Agreement (Datameg Corp), Merger Agreement (Datameg Corp)

Tax Matters. Each of TCFC i. Except as set forth on the attached "TAXES SCHEDULE": the Company, each Subsidiary and its Subsidiaries has duly and timely each Affiliated Group have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations except to the extent that the failure to file would not have a Material Adverse Effect; all such Tax Returns are true, correct, complete and complete correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects. Neither TCFC nor any of its Subsidiaries is ; the beneficiary of any extension of time within which Company, each Subsidiary and to file any the Company`s knowledge each Affiliated Group in all material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material respects have paid all Taxes of TCFC due and its Subsidiaries owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither the Company, any Subsidiary nor any Affiliated Group has waived any statute of its Subsidiaries has granted limitations with respect to any material Taxes or agreed to any extension or waiver of the limitation period applicable time with respect to any material Tax that remains assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any material liability for Taxes other than in effect. The the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group is not expected to exceed the recorded liability therefor on the Latest Balance Sheet in any material respect (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of TCFC the Company and its Subsidiaries have been audited and closed for all tax years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable lawthrough 1998; no foreign, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, state or local and foreign income Tax Returns filed by tax audits or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from administrative or judicial proceedings are pending or being conducted with respect to the TCFC Group Company, any Subsidiary or its incomeany Affiliated Group, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise no information related to Tax Returns filed by or on behalf of the TCFC Group that have matters has been examined requested by any foreign, federal, state or local taxing authority and no written notice indicating an intent to open an audit or other review has been received by the Company from any foreign, federal, state or local taxing authority; and to the Company's knowledge there are no material unresolved questions or claims concerning the Company's, any Subsidiary's or any Affiliated Group Tax authority since January 1, 2018liability.

Appears in 2 contracts

Samples: Purchase Agreement (Corechange Inc), Preferred Stock Purchase Agreement (Corechange Inc)

Tax Matters. Each of TCFC Seller and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary members of any extension consolidated, affiliated, combined or unitary group of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether Seller or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party member have filed or will file all Tax Returns required to be filed (taking into account permissible extensions) by them on or prior to the Effective Time, and have paid (or have accrued or will accrue, prior to the Effective Time, amounts for the payment of) all Taxes relating to the time periods covered by such returns and reports. The accrued taxes payable accounts for Taxes reflected on the Latest Seller Balance Sheet (or the notes thereto) are sufficient for the payment of all unpaid Taxes of Seller and its Subsidiaries accrued for or applicable to all periods ended on or prior to the date of the Latest Seller Balance Sheet or which may subsequently be determined to be owing with respect to any such period. None of Seller or its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to an assessment or deficiency for Taxes. Each of Seller and its Subsidiaries has paid or will pay in a timely manner and as required by law all Taxes due and payable by it or which it is bound obligated to withhold from amounts owing to any employee or third party. All Taxes which will be due and payable, whether now or hereafter, for any period ending on or prior to the Effective Time, shall have been paid by or on behalf of Seller and its Subsidiaries or shall be reflected on the books of Seller and its Subsidiaries as an accrued Tax liability determined in a manner which is consistent with past practices and the Latest Balance Sheets, without taking account of the Merger. There are no unresolved questions, claims or disputes asserted by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group relevant taxing authority concerning the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC Seller or any of its Subsidiaries. None of Seller or its Subsidiaries has made an election under Section 341(f) under Treasury Regulation Section 1.1502-6 (of the Code for any taxable years not yet closed for statute of limitations purposes. In the five years prior to the date of this Agreement, no demand or any similar provision of state, local claim has been made against Seller or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries with respect to any Taxes arising out of membership or participation in any consolidated, affiliated, combined or unitary group of which Seller or any of its Subsidiaries was at any time a member. As of the date hereof, Seller has been, within no reason to believe that any conditions exist that might prevent or impede the past two (2) years or otherwise Merger from qualifying as part of a “plan (or series of related transactions)” reorganization within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 368 of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Bancorp \De\), Agreement and Plan of Merger (Western Bancorp)

Tax Matters. Each Standard, each of TCFC the Standard Subsidiaries and its all members of any consolidated, affiliated, combined or unitary group of which Standard or any of the Standard Subsidiaries has duly is a member have filed or will file all Tax and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are information returns or reports required to be filed (taking into account permissible extensions) by itthem on or prior to the Effective Date, except for such returns or reports where the failure to file would not have a Material Adverse Effect on Standard, and have paid (or have accrued or reserved or will accrue or reserve, prior to the Effective Date, amounts for the payment of) all material Taxes shown to be due on such Tax Returns returns and reports relating to the time periods covered thereby. The accrued taxes payable accounts for Taxes and provision for deferred income taxes, specifically identified as such, on the Standard Latest Balance Sheet are true, correct, and complete sufficient in all material respectsrespects for the payment of all unpaid Taxes of Standard and the Standard Subsidiaries accrued for all periods ended on or prior to the date of the Standard Latest Balance Sheet. Neither TCFC Except as disclosed on Schedule 3.12, neither Standard nor any of its the Standard Subsidiaries is the beneficiary has waived any statute of limitations with respect to Taxes or agreed to any extension of time within which with respect to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course)an assessment or deficiency for Taxes. All material Taxes of TCFC which will be due and its Subsidiaries (payable, whether now or not shown on hereafter, for any Tax Returns) that are due period ending on, prior to or including the Effective Date shall have been fully paid by or on behalf of Standard and timely paidthe Standard Subsidiaries or shall be reflected on the books of Standard and the Standard Subsidiaries as an accrued Tax liability determined in a manner which is consistent with past practices. Each No Tax returns of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid Standard or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its the Standard Subsidiaries has granted have, during the past five (5) years, been audited by any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable lawgovernmental authority other than as disclosed on Schedule 3.12; and, after giving effect to extensions or waiversexcept as set forth on Schedule 3.12, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened unresolved questions, claims or disputes asserted in writing by any relevant taxing authority concerning the liability for material Taxes of Standard or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Standard Subsidiaries. TCFC has made available to SHBI true and complete copies None of Standard or any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six Standard Subsidiary (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (ai) has been a member of an affiliated group filing a consolidated federal income Tax Return tax return (other than a group group, the common parent of which was TCFC) Standard), or (bii) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or of the Treasury Regulations. For purposes of this Agreement, the term "Tax" shall mean any similar provision of federal, state, local or foreign law)income, as gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits tax, environmental tax, customs duty, capital stock, franchise, employees' income withholding, foreign or domestic withholding, social security, unemployment, disability, workers' compensation, employment-related insurance, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other tax, fee or assessment imposed by a transferee taxing jurisdiction, including any interest, penalties or successoradditions to, by contract or otherwise. Neither TCFC nor additional amounts in respect of the foregoing, for each party hereto and its commonly controlled entities and all members of any consolidated, affiliated, combined or unitary group of which any of its Subsidiaries has been, within the past two (2) years or otherwise as part of them is a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018member.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (TCF Financial Corp), Agreement and Plan of Reorganization (Standard Financial Inc)

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including Except as disclosed on Schedule 3.16, all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, Nah-Nah and any Subsidiary (or predecessors) on or before the Closing Date have been or shall be timely filed and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within Taxes which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely or shall be paid. Each All Taxes of TCFC Nah-Nah and any Subsidiary attributable to periods ending on or before the Closing Date which are not yet due have been adequately provided for. As of the time of filing, the Tax Returns correctly reflected (and, as to any Tax Returns not filed as of the date thereof will correctly reflect) the facts regarding the income, business, assets, operations, activities and status of Nah-Nah and its Subsidiaries Subsidiaries. There are no Tax Liens upon any assets of Nah-Nah or any Subsidiary except for Liens for current Taxes not yet due and payable. All amounts required to be withheld by Nah-Nah or any Subsidiary from employees for income Taxes, social security and other payroll Taxes have been collected and withheld, and either paid to the respective Governmental Bodies, set aside in accounts for such purpose, or have been or will be accrued, reserved against and entered upon the books and records of Nah-Nah or any Subsidiary. All Taxes which are due and payable by Nah-Nah or any Subsidiary under any Nah-Nah Lease for the period prior to and including the Closing Date have been or shall be paid prior to Closing. Except for sales Taxes which result from the consummation of the Contemplated Transactions, if any, Nah-Nah and each Subsidiary has withheld collected and paid remitted to the appropriate Tax Authority all material sales and use or similar Taxes required to have been withheld collected on or prior to the Closing Date and paid have been furnished properly completed exemption certificates for all exempt transactions. Nah-Nah has maintained and has in its possession all records, supporting documents and exemption certificates required by applicable sales Tax statutes and regulations to be retained in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any the collection and remittance of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC sales and its Subsidiaries use Taxes for all years prior periods up to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expiredClosing Date. Neither TCFC Nah-Nah nor any of its Subsidiaries has received written notice of assessment Subsidiary (or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6predecessors) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by has received any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or notice with respect to the TCFC Group any proposed or its incomepending examination, assets investigation, audit, action or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.Claim

Appears in 2 contracts

Samples: Stock Purchase Agreement (Han Hong J), Stock Purchase Agreement (He Ro Group LTD)

Tax Matters. Each There are no material Taxes due and payable by the Company or any Company Subsidiary which have not been timely paid. Except as set forth in Section 2(r) of TCFC and its Subsidiaries has duly and timely filed (including the Disclosure Schedule, all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itby, or on behalf of, the Company and the Company Subsidiaries have been timely filed, and all such Tax Returns are were true, correct, correct and complete in all material respects. Neither TCFC nor The unpaid Taxes of the Company and the Company Subsidiaries (i) did not as of the filing date of the 2011 Form 10-K exceed the reserve for Taxes (excluding any of its Subsidiaries is the beneficiary of any extension of time within which reserve for deferred Taxes established to file any material reflect timing differences between book and Tax Return (other than extensions to file Tax Returns obtained income) set forth in the ordinary course). All material Taxes 2011 Form 10-K and (ii) will not exceed that reserve in accordance with the past custom and practice of TCFC the Company and its the Company Subsidiaries (whether or not shown on any in filing Tax Returns) that are due have been fully and timely paid. Each of TCFC the Company and its Subsidiaries each Company Subsidiary has duly and timely withheld and paid over to the appropriate Governmental Body all material Taxes and other amounts required to have been be so withheld and paid in connection with amounts paid over for all periods under all applicable Laws. Except for Liens for Taxes not yet due and payable, no Liens for Taxes exist upon the assets of the Company or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any Company Subsidiaries. No material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations investigations or other proceedings regarding any material Tax of TCFC and its Subsidiaries are pending or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements being conducted with respect to Taxes requested of the Company or executed the Company Subsidiaries. There are in effect no waivers of applicable statutes of limitations with respect to Taxes for any year. As of the last six (6) years. Neither TCFC date hereof, neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its the Company Subsidiaries (ai) has ever been a member of an affiliated group filing a consolidated federal income Tax Return (other than a an affiliated or consolidated group the common parent of which the Company was TCFCthe parent) or (bii) has any liability for the Taxes of any person (other than TCFC or any Person arising from the application of its Subsidiaries) under Treasury Regulation Section section 1.1502-6 (or any similar analogous provision of state, local or foreign law)Law, or as a transferee or successor, by contract contract, or otherwise. Neither TCFC the Company nor any of its the Company Subsidiaries has beenwill be required to include amounts in income, within or exclude items of deduction, in a taxable period beginning after the past two date of the Closing as a result of (2i) years a change in method of accounting occurring prior to the date of the Closing; (ii) an installment sale or otherwise as part of open transaction arising in a “plan taxable period (or series of related transactions)” within portion thereof) ending on or before the meaning of Section 355(e) date of the Code of which Closing; (iii) a prepaid amount received, or paid, prior to the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) date of the CodeClosing; (iv) in a distribution deferred gains arising prior to the date of stock intending to qualify for Tax-free treatment the Closing; or (v) an election under Section 355 108(i) of the Code. Neither TCFC the Company nor any of its Subsidiaries Company Subsidiary is a party to, or is bound by or subject to any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement. Neither the Company nor any Company Subsidiary has participated engaged in a “reportable transaction” or any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 2 contracts

Samples: Preferred Stock Subscription Agreement, Preferred Stock Subscription Agreement (Lighting Science Group Corp)

Tax Matters. Each Seller, ODM and OTC have heretofore delivered to Purchaser true, complete and correct copies of TCFC the Federal, state and its Subsidiaries has local tax returns filed by Seller for the year ended February 28, 1997, and in the case of ODM, all returns or statements required by the Mexican Federal, state and local governmental authorities, for the two (2) taxable years of ODM ended December 31, 1995 and 1996, any statement of audit adjustments applicable thereto and all Federal, state and local returns (and the Mexican equivalent thereof) of estimated taxes filed during 1996 and 1997. Seller and ODM have duly and timely filed all federal, state, local and other tax and information returns (including all applicable extensionsand the Mexican equivalent thereof) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itwith regard to any income, sales, use, gross receipts, property, employment and other taxes, charges, levies or other assessments related to the Business, the Acquired Assets and/or ODM's assets, and have duly paid in full or made adequate provision for all taxes and other charges shown as due on such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is returns or which otherwise have been accrued or have become due prior to the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (date hereof whether or not shown on any Tax Returns) that such return. Neither Seller nor ODM have received any written notice of any claim or claims for additional taxes which are claimed to be due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid from it by any Federal, state or local taxing authority in the United States or Mexico, or foreign taxing authorities in connection with amounts paid such reports or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group organization or its incomeoperation of Seller's or ODM's business. Seller has not filed any "S" Corporation or other consents or elections under the Code, assets other than such consents and elections, if any, reflected in the tax reports and returns furnished to Purchaser. There are no liens for Federal, state or operationslocal taxes in the United States or Mexico, or foreign taxes, assessments or government charges or levies upon any of either Seller's or ODM's properties or assets. Section 5.03(p) There are no outstanding agreements or waivers extending the statutory period of TCFC’s Disclosure Schedule sets forth limitation applicable to any income tax or franchise Tax Returns filed by other return of Seller or on behalf ODM for any period and there are not, nor have there been, any audits of the TCFC Group that have been examined Seller or ODM by any Tax Federal, state or local governmental tax authority since January 1, 2018in the United States or Mexico and no notice of any audit has been received by either Seller or ODM.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Oryx Technology Corp), Asset Purchase Agreement (Oryx Technology Corp)

Tax Matters. Each of TCFC The Company and its Subsidiaries has duly and timely have filed (including or Trigon has filed on their behalf), in a timely manner, all federal, state, local and foreign Tax returns, reports and declarations required of them by applicable extensions) law and have paid or made provision for the payment of all material Tax Returns in all jurisdictions in Taxes which Tax Returns are required to be filed by ithave or may become due on account of such filings. To the knowledge of Seller, and all such Tax Returns returns are true, correct, and complete correct in all material respects. Neither TCFC the Company nor any of its Subsidiaries is the beneficiary Subsidiaries, nor any predecessor of any extension of time within which to file any material the foregoing, has been a member of a group of corporations filing a consolidated or combined federal or state income Tax Return (return other than extensions to file Tax Returns obtained a group the common parent of which is Trigon. Except as set forth in Schedule 3.12, neither the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC Company nor any of its Subsidiaries is a party to or is bound by any Tax sharingsharing or allocation agreement. The federal Tax returns for Seller and the Company have been audited by the Internal Revenue Service through 1991 and all Taxes resulting therefrom or from any concluded litigation regarding Taxes have been paid in full. Except as set forth in Schedule 3.12, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC neither the Company nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income is being examined by any other Tax Return (other than a group authority. Except as set forth in Schedule 3.12, neither the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC Company nor any of its Subsidiaries has been, within received any assessment for unpaid Taxes or agreed to any extension of time for the past two (2) years or otherwise as part assessment of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Codeany Taxes. Neither TCFC the Company nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federalliability for unpaid Taxes, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or other than with respect to (i) Taxes which will be accrued on the TCFC Group Closing Date Balance Sheet or its income(ii) Taxes which are, individually or in the aggregate, immaterial in amount. Seller will cause all required income Tax returns pertaining to the Company's operations for Tax reporting periods ending on or before the close of business on the Closing Date to be filed on a timely basis and in a materially correct manner and shall cause all applicable income Taxes with respect to such periods to be paid. Seller will cause Tax returns for all Taxes other than income Taxes to be filed if such returns are due prior to the Closing Date. There are no Tax liens upon any property or assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Company or the Subsidiaries except liens for current Taxes not yet due and payable.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Data Corp)

Tax Matters. Each All Taxes imposed by the United States, by any state, ----------- municipality, other local government or other subdivision or instrumentality of TCFC the United States, or by any foreign country or any state or other government thereof, or by any other taxing authority, that are due and its Subsidiaries has payable by the Company and all interest and penalties thereon, whether disputed or not, and which would result in the imposition of an Encumbrance on the Purchased Assets or the Company or against COMPS, other than Taxes which are not yet due and payable, have been paid in full. The reserves for Taxes reflected in the Financial Statements are sufficient for payment for all Taxes accrued through the respective dates thereof. All Tax Returns required to be filed in connection therewith have been accurately prepared and duly and timely filed (including and all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are deposits required by law to be filed made by the Company with respect to the Company Employees' withholding or other taxes have been duly made. Sellers are not delinquent in the payment of any tax, assessment or governmental charge or deposits which would result in the imposition of an Encumbrance on the Purchased Assets or against COMPS, and the Company has no tax, deficiency or claim outstanding, proposed or assessed against it, and all there is no basis for any such Tax Returns are truedeficiency or claim, correctwhich would result in the imposition of any Encumbrances on the Business, and complete in all material respectsthe Purchased Assets or against COMPS. Neither TCFC nor any of its Subsidiaries is the beneficiary of The Company has not requested any extension of time within which to file any material Tax Return, which Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes has not since been filed, or waived any statute of TCFC and its Subsidiaries (whether limitations for, or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing agreed to any employeeextension of time with respect to, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any the assessment of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effectTaxes. The federal income statute of limitations for all Tax Returns of TCFC and its Subsidiaries the Company has expired for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Taxes, or the Tax Returns filed by or on behalf of the TCFC Group Company have been examined by the appropriate taxing authorities for each of all periods. The Company has delivered (i) the Tax Returns for the Company for the three most recent fiscal years and for any other tax years for which such returns have been filed the applicable statute of limitations has not expired, and (Bii) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its incomecopies of all federal and state tax audits, assets or operationsif any. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Such Tax Returns filed by or on behalf represent the true and correct taxable income of the TCFC Group that have been examined by any Tax authority since January 1, 2018Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Comps Com Inc)

Tax Matters. Each EZ Party has, and to the knowledge, information and belief of TCFC EZ or Evergreen, Evergreen has, in respect of the Future EZ Assets and its Subsidiaries has duly and timely the Future EZ Station filed (including all applicable extensions) all material Material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and has paid, or made adequate provision for the payment of, all such Taxes which have or may become due and payable by it pursuant to said Tax Returns and all other governmental charges and assessments received by it to date other than those Taxes being contested by it in good faith. There are trueno unpaid Taxes which are due and payable by EZ, corrector alleged by any Taxing Authority to be due and payable by EZ, the non-payment of which is or could become a Lien on any of the Future EZ Assets or the Future EZ Station. To the knowledge, information and belief of EZ or Evergreen, there are no unpaid Taxes which are due and payable by Evergreen, or alleged by any Taxing Authority to be due and payable by Evergreen, the non-payment of which is or could become a Lien on any of the Future EZ Assets or the Future EZ Station. All Taxes in respect of the Future EZ Assets and the Future EZ Station which EZ is required by law to withhold and collect have been duly withheld and collected, and complete have been paid over, in a timely manner, to the proper Authorities to the extent due and payable. To the knowledge, information and belief of EZ or Evergreen, all material respectsTaxes in respect of the Future EZ Assets and the Future EZ Station which Evergreen is required by law to withhold and collect have been duly withheld and collected, and have been paid over, in a timely manner, to the proper Authorities to the extent due and payable. Neither TCFC nor Except as set forth in Section 4.11 of the EZ Disclosure Schedule, no EZ Party has executed any waiver to extend, or otherwise taken or failed to take any action that would have the effect of its Subsidiaries is extending, the beneficiary applicable statute of limitations in respect of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in associated with the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether Future EZ Assets or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries Future EZ Station for all the fiscal years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018year.

Appears in 1 contract

Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)

Tax Matters. Each of TCFC and its Subsidiaries (i)Each Opto-tech Entity has duly and timely filed, or has timely filed (including for extensions to file, all applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such thereby through the Closing Date. Such Tax Returns are true, correct, correct and complete in all material respectsrespects and each Opto-tech Entity has timely paid and discharged all Taxes owed by or with respect to such Opto-tech Entity (whether or not shown as due on such Tax Returns). Neither TCFC nor any of its Subsidiaries Each Opto-tech Entity has withheld, collected and paid over to the appropriate Governmental Authorities all Taxes required by Law to be withheld or collected. No Opto-tech Entity is currently the beneficiary of any extension of time within which to file any material Tax Return Return. (other than extensions ii)Each Opto-tech Entity’s Liability for unpaid Taxes, whether to file any Governmental Authority or to another Person (such as under a Tax sharing agreement), (A) did not, as of the Latest Balance Sheet Date, exceed the reserve for Tax Liability (excluding reserves for deferred Tax assets or deferred Tax Liabilities) set forth on the face of the Latest Balance Sheet and (B) does not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of such Opto-tech Entity in filing its Tax Returns. (iii)Each Opto-tech Entity has previously provided to Buyer correct copies of all Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns filed with respect to such Opto-tech Entity for all taxable periods ended for which the applicable period for assessment under applicable lawstatute of limitations has not yet closed. None of such Tax Returns have been audited, after giving effect to extensions or waivers, has expired. Neither TCFC nor any and none currently are the subject of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesaudit, and there are no threatened examination reports or statements of deficiencies assessed against or agreed to by such Opto-tech Entity for such taxable periods. No Opto-tech Entity has waived any statute of limitations in writing respect of Taxes or pending disputes, claims, audits, examinations or other proceedings regarding agreed to any material Tax extension of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements time with respect to a Tax assessment or deficiency, which waiver or agreement is still in effect. (iv)No action, suit, proceeding or audit is pending against or with respect to any Opto-tech Entity regarding Taxes requested and no action, suit, proceeding or executed in the last six audit has been threatened against or with respect to any Opto-tech Entity regarding Taxes. (6) years. Neither TCFC nor any of its Subsidiaries v)No Opto-tech Entity is a party to or is bound by any Tax sharing, allocation or indemnification Tax sharing agreement with any Person, and no Opto-tech Entity has any current or arrangement potential contractual obligation to indemnify any other Person with respect to Taxes. (vi)No claim has ever been made by a Taxing Authority in a jurisdiction where any Opto-tech Entity does not file Tax Returns that such Opto-tech Entity is or may be subject to taxation by such jurisdiction. (vii)There are no Liens for Taxes (other than such an agreement for Taxes not yet due and payable) upon the assets of any Opto-tech Entity. (viii)No Opto-tech Entity will be required to include any item of income in, or arrangement exclusively between exclude any item of deduction from, taxable income for any taxable period (or among TCFC and its Subsidiaries). Neither TCFC nor portion thereof) ending after the Closing Date as a result of any (A) change in method of its Subsidiaries accounting for a taxable period ending on or prior to the Closing Date; (aB) has been a member use of an affiliated group filing improper method of accounting for a consolidated federal income taxable period ending on or prior to the Closing Date; (C) “settlement agreement” to permanently settle a Tax Return matter pursuant to an applicable law; (other than a group D) deferred intercompany gain or any excess loss account; (E) installment sale made prior to the common parent of which was TCFC) Closing Date; or (bF) has any liability for prepaid amount received on or prior to the Taxes Closing Date. (j)Title and Condition of any person Properties. (other than TCFC or any of its Subsidiaries) under Treasury Regulation i)Leased Real Property. Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e3.2(j)(i) of the Code Disclosure Schedule sets forth a brief description of which all leasehold or subleasehold estates and other rights to hold, use, possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by each Opto-tech Entity (the Merger is also a part“Leased Real Property”), a “distributing corporation” or a “controlled corporation” (within the meaning of and all Leases relating thereto. Except as set forth in Section 355(a)(1)(A3.2(j)(i) of the Code) Disclosure Schedule, other than the Leased Real Property, there is currently no other Leased Real Property. Except as set forth in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(23.2(j)(i) of the Code. TCFC has made available to SHBI Disclosure 13 Schedule: (A) true all Leases relating to the Leased Real Property are legal, valid, binding and correct copies enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the U.S. federal, state, local other party and foreign income Tax Returns filed by the application of any bankruptcy or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and creditor’s rights Laws; (B) the transactions contemplated by this Agreement do not require the consent to assignment of any audit report issued other party to any of the Leases, will not result in a breach or default under any of the Leases, and will not otherwise cause any of the Leases to cease to be enforceable and in full force and effect on identical terms following the Closing; (C) no Opto-tech Entity is and, to the Knowledge of Company, no other party is in breach or default under any such Lease; (D) such Lease has not been assigned by a Tax authority within such Opto-tech Entity (or to the last three Knowledge of Company, other than collaterally, by the landlord thereunder), supplemented, or amended except as set forth in Section 3.2(j)(i) of the Disclosure Schedule; (3E) years relating no Opto-tech Entity has subleased, licensed or otherwise granted any Person the right to Taxes due from use or occupy such Leased Real Property or any portion thereof, except for the sublease agreements with Opto 3 S.r.l. and Q-TECH S.r.l.; (F) (x) the current uses of the Leased Real Property are in material compliance with all applicable zoning and other land use or occupancy requirements, and (y) each Opto-tech Entity, to the extent required by any applicable Laws, is in possession of all material certificates of occupancy with respect to the TCFC Group Leased Real Property issued by the appropriate Governmental Authorities; (G) no construction, alteration, or its incomeother leasehold improvement work with respect to such Lease remains to be paid for or performed by any party to such Lease except for any such work required by the parties thereunder as part of the maintenance, assets repair and replacement obligations, including without limitation with respect to casualty damage; (H) the improvements located on the Leased Real Property are in good condition and are structurally sound, and all mechanical and other systems located therein are in an operating condition good for the use to which the same are put by such Opto-tech Entity in the current operation of the Business, subject to normal wear, and no condition exists requiring material repairs, alterations or operationscorrections, and no maintenance or repairs to the improvements or the mechanical or other systems located therein have been unreasonably deferred; and (I) each Opto-tech Entity has all necessary access to and from the Leased Real Property as is reasonably adequate for the current operation thereof. Each Opto-tech Entity holds, subject to the terms and conditions of the Leases described on Section 5.03(p3.2(j)(i) of TCFC’s the Disclosure Schedule sets forth any income Schedule, good leasehold title to, and actual and exclusive possession of, the Leased Real Property, free and clear of Liens other than Permitted Liens. Each Opto-tech Entity has delivered or franchise Tax Returns filed by or on behalf made available to Buyer complete and accurate copies of each of the TCFC Group that Leases for the Leased Real Property, and none of the Leases have been examined modified in any material respect or extended, except to the extent that such modifications or extensions are disclosed by any Tax authority since January 1, 2018.the copies delivered or made available to Buyer. (ii)

Appears in 1 contract

Samples: Quota Purchase Agreement

Tax Matters. Each of TCFC 5.9.1 Except as set forth on the attached "Taxes Schedule": the Company and its Subsidiaries has duly and timely each Subsidiary have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects. Neither TCFC nor any of its Subsidiaries is ; the beneficiary of any extension of time within which to file any Company and each Subsidiary have paid in all material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material respects all Taxes of TCFC due and its Subsidiaries owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither the Company nor any Subsidiary has waived any statute of its Subsidiaries has granted limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or waiver deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for all years prior to and including 2019 Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been examined filed by the IRS Company and each Subsidiary shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are Tax Returns pending or being conducted with respect to which the applicable period for assessment under applicable lawCompany or any Subsidiary, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received and no written notice of assessment indicating an intent to open an audit or proposed assessment in connection with other review has been received by the Company from any material amount of Taxesforeign, federal, state or local taxing authority; and there are no threatened in writing material unresolved questions or pending disputes, claims, audits, examinations claims raised or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group taxing authority concerning the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC Company's or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Subsidiary's Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018liability.

Appears in 1 contract

Samples: Rights Agreement (TRM Copy Centers Corp)

Tax Matters. Each of TCFC The Company and its Subsidiaries each other corporation (if any) included in any consolidated or combined tax return in which the Company has duly been included (i) have filed and will file, in a timely and proper manner, consistent with applicable laws, all Federal, state and local Tax returns and Tax reports required to be filed by them through the Closing Date (including all applicable extensionsthe "Company Returns") all material Tax Returns with the appropriate governmental agencies in all jurisdictions in which Tax Company Returns are required to be filed and have timely paid or will timely pay all amounts shown thereon to be due; (ii) have paid and shall timely pay all Taxes of the Company (or such other corporation) required to have been paid by it, the Company (or such other corporation) on or before the Closing Date; and all such Tax Returns (iii) currently are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is not the beneficiary of any an extension of time within which to file any material Tax Return (other than extensions to file return or Tax Returns obtained in the ordinary course)report. All such Company Returns were and will be correct and complete in all material respects at the time of filing. All Taxes of TCFC and its Subsidiaries (whether the Company attributable to all taxable periods ending on or before the Closing Date, to the extent not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld previously paid, have been adequately provided for on the Company Financial Statements and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver the Company will not accrue a Tax Liability from the date of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior Company Financial Statements up to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable lawClosing Date, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group Tax Liability accrued in the common parent ordinary course of which was TCFC) or (b) business. The Company has any liability for not been notified by the Taxes of any person (other than TCFC Internal Revenue Service or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)taxing authority that any issues have been raised (and are currently pending) in connection with any Company Return, and no waivers of statutes of limitations have been given with respect to the Company that are still in effect. Except as contested in good faith, any deficiencies asserted or assessments (including interest and penalties) made as a transferee result of any examination by the Internal Revenue Service or successor, by contract any other taxing authorities of any Company Return have been fully paid or otherwiseare adequately provided for on the Company Financial Statements (as appropriate) and the Company has received no notification that any proposed additional Taxes have been asserted. Neither TCFC nor any The Company (i) has not made an election to be treated as a "consenting corporation" under Section 341(f) of its Subsidiaries has been, within the past two Code and (2ii) years or otherwise as part of is not a “plan (or series of related transactions)” "personal holding company" within the meaning of Section 355(e) 542 of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” and (within the meaning of Section 355(a)(1)(Aiii) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC not been a United States real property holding corporation within the meaning of Section 897(c)(2897(c) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. TCFC The Company has made available to SHBI (Anot agreed to, nor is it required to, make any adjustment under Section 481(a) true and correct copies of the U.S. federalCode by reason of a change in accounting method or otherwise. The Company will not incur a Tax Liability resulting from the Company ceasing to be a member of a consolidated or combined group that had previously filed consolidated, state, local combined or unitary Tax returns. Each granted option that was designated as an "incentive stock option" on the applicable books and foreign income Tax Returns filed by or on behalf records of the TCFC Group for each Company qualified as an "incentive stock option" within the meaning of the three most recent fiscal years for Section 422 of the Code on the date in which such returns have been filed and (B) option was granted. To the knowledge of the Company, neither the Company nor any audit report issued by of its Affiliates has taken or agreed to take any action, failed to take any action or is aware of any fact or circumstance that would prevent the Merger from constituting a Tax authority reorganization within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. meaning of Section 5.03(p368(a) of TCFC’s Disclosure Schedule sets forth any income the Code or franchise Tax Returns filed by or on behalf that would prevent the Merger Shares from qualifying as stock within the meaning of Section 354 of the TCFC Group that have been examined by any Tax authority since January 1, 2018Code rather than as "other property" within the meaning of Section 356 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cyberian Outpost Inc)

Tax Matters. Each All taxes arising under the Code Generale des Imports or any other jurisdiction within which the Seller is subject to tax including, without limitation, any income, profits, employment, social security, sales, use, occupation, excise, real property, personal property or ad valorem taxes or any license or franchise fees or taxes (collectively, "Taxes"), due and payable by the Seller have been paid; all Taxes not yet due have been fully accrued on the books of TCFC the Seller and its Subsidiaries adequate reserves have been established therefor; the charges, accruals and reserves which have been provided on the financial statements delivered pursuant hereto for all fiscal periods prior to and ending at June 30, 1997 and November 7, 1997, respectively, are adequate; there are no unpaid assessments for additional Taxes for any fiscal period nor is there any basis therefor not provided for in said financial statements. The Seller has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income tax returns and all other returns heretofore required to be filed with respect to all Taxes. Attached hereto as Schedule 6.18 are copies of all foreign, federal, state and\or local tax returns filed by the Seller over the past three (3) years. There are no tax liens on any assets of the Seller and no basis exists for the imposition of any such liens. No adjustment of or deficiency for any Tax Returns or claim for additional Taxes has been proposed, threatened, asserted or assessed against the Seller. The Seller is not involved in any dispute with any taxing authority as to Taxes of any nature. There are no audit examinations being conducted or threatened, and there is no deficiency or refund litigation or controversy in progress or threatened, with respect to any Taxes previously paid by the Seller or with respect to any tax returns previously filed by or on behalf of the TCFC Group for each Seller. The Seller has not filed any extension or waiver of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years statute of limitations relating to Taxes due from the assessment or collection of Taxes. There are in effect no powers of attorney or other authorizations to any persons to represent the Seller with respect to the TCFC Group any Tax. No consent, agreement or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns other undertaking has been filed by or on behalf of the TCFC Group that have been examined by Seller in connection with any Tax authority since January 1, 2018Tax.

Appears in 1 contract

Samples: Asset Purchase Agreement (Apparel Technologies Inc)

Tax Matters. Each of TCFC and its Subsidiaries Buyer has duly and timely filed (including all applicable extensions) all material Tax Returns that it has ----------- been required to file through the date hereof, and has timely paid in full all jurisdictions Taxes which were due and payable by it through the date hereof. The provisions for Taxes reflected on the Buyer Interim Balance Sheet are adequate to cover all accrued and unpaid Taxes of Buyer for all periods ending on or before September 30, 1999, and nothing has occurred subsequent to that date to make such provisions inadequate. Buyer has established and is maintaining current accruals that are accurately reflected in which the books and records of Buyer and are adequate for the payment of any Taxes incurred but not yet due and payable with respect to the property and operations of Buyer through the date hereof and will establish and maintain adequate accruals for the payment of any such Taxes in respect of the period through the Closing Date. No waivers or extensions of any applicable statute of limitations for the assessment or collection of Taxes with respect to any Tax Returns of Buyer are currently in effect or are currently proposed. Buyer has collected or withheld and paid over to the proper governmental or regulatory bodies all amounts required to be filed so collected or withheld and paid over under all applicable Laws. No action, suit, proceeding, investigation, audit, claim or assessment is presently pending or, to Buyer's knowledge (as defined in Section 12.2 hereof), threatened with regard to any Taxes that relate to Buyer for which Buyer is or could reasonably be expected to be liable. There is no unresolved claim by it, and all such Tax Returns are true, correct, and complete a taxing authority in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions jurisdiction where Buyer does not anticipate to file Tax Returns obtained that it is or could reasonably be expected to be subject to taxation by such jurisdiction. There are no Liens for Taxes (other than for Taxes not yet due and payable) upon any assets or property of Buyer. The Stockholders acknowledge that the foregoing representations and warranties made in the ordinary coursethis Section 5.8 do not apply in respect of Accurate Components Inc. ("Accurate") or Market Trading Concepts Inc. ("Market Trading") (recently acquired, wholly-owned subsidiaries of Buyer). All material Taxes The Stockholders further acknowledge that the representations and warranties made in respect of TCFC Accurate and its Subsidiaries (whether or not shown on any Market Trading as to Tax Returns) matters in that are due certain Stock Purchase Agreement by and between Buyer, Accurate, Market Trading and Xxxxxxx Xxxxx, dated November 12, 1999, have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI the Stockholders for their review and, to Buyer's knowledge, they are true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018correct.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Partminer Inc)

Tax Matters. Each of TCFC and its Subsidiaries Agency has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are it has been required to be filed by itfile. Except as set forth in Section 4.11 of the Disclosure Schedule, and all such Tax Returns are true, correct, were correct and complete in all material respects. Neither TCFC nor Except as set forth in Section 4.11 of the Disclosure Schedule, all Taxes owed by the Agencies (whether or not shown on any of its Subsidiaries is Tax Return) have been paid. The Agencies are not currently the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to Return. No claim has ever been made by any Government in a jurisdiction where the Agencies do not file Tax Returns obtained in the ordinary course)that they are or may be subject to taxation by that jurisdiction. All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due The Agencies have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, independent contractor Shareholders or other third party. Neither TCFC nor The Shareholders and the directors and officers (and employees responsible for Tax matters) of the Agencies do not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed, except as set forth on Section 4.11 of the Disclosure Schedule. Except as set forth in Section 4.11 of the Disclosure Schedule, there is no dispute or claim concerning any Tax Liability of the Agencies either (i) claimed or raised by any Government or (ii) as to which the Shareholders or any of its Subsidiaries has granted any extension the directors or waiver officers (or employees responsible for Tax matters) of the limitation period applicable to Agencies have Knowledge based upon personal contact with any material Tax that remains in effectagent of such Government. The federal Section 4.11 of the Disclosure Schedule lists all income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns filed with respect to which the applicable period Agencies for assessment under applicable lawtaxable periods ended on or after December 31, after giving effect to extensions or waivers2002, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesindicates those Tax Returns that have been audited, and there indicates those Tax Returns that currently are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax the subject of TCFC and its Subsidiaries or audit. The Agencies have delivered to the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true Acquiror correct and complete copies of all federal and state income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Agencies since December 31, 1999. The unpaid Taxes of the Agencies (1) did not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather than any private letter ruling requestsreserve for deferred Taxes established to reflect timing differences between book and tax income) set forth on the face of the Most Recent Balance Sheet, closing agreements and (2) do not exceed that reserve as adjusted for the passage of time through the Closing in accordance with the past custom and practice of the Agencies in filing its Tax Returns, except as set forth on Section 4.11 of the Disclosure Schedule. The Agencies have not waived any statute of limitations in respect of Taxes or gain recognition agreements agreed to any extension of time with respect to Taxes requested a Tax assessment or executed in the last six (6) yearsdeficiency. Neither TCFC nor The Agencies have not made any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) payments of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of type described in Section 355(a)(1)(A) 280G of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 1 contract

Samples: Asset Purchase Agreement (Main Street Banks Inc /New/)

Tax Matters. Each of TCFC (i) Except as disclosed on Schedule 5.2(y), the Company and its Subsidiaries has have, as of the date hereof, correctly and properly prepared, and duly and timely filed (including filed, all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itthem and each of them prior to such dates and have duly and timely paid, or will prior to the Effective Time duly and timely pay, all Taxes shown as due on such Tax Returns, including all withholding or other payroll related taxes shown as due on such Tax Returns are true, correct, (other than taxes being contested in good faith). The federal income tax basis of the Assets as reflected in the Tax Returns and complete related work papers of the Company and its Subsidiaries is correct and accurate in all material respects. Neither TCFC Except as described on Schedule 5.2(y) to this Agreement, neither the Company nor any of its Subsidiaries is is, nor will they become, subject to any additional Taxes with respect to taxable periods (or partial periods) of the beneficiary Company or its Subsidiaries which end on or before the Effective Time. No assessments or written notices of deficiency have been received by the Company or any extension of time within which its Subsidiaries with respect to file any material Tax Return (other than extensions to file Tax Returns obtained in which the ordinary course). All material Taxes of TCFC Company and its Subsidiaries (whether have filed which have not been paid in full, completely discharged or not shown fully reserved in accordance with GAAP in the Financial Statements or disclosed on Schedule 5.2(y). Except as disclosed on Section 5.2(y), the statute of limitations for assessment of Taxes for all taxable years of the Company and each of its Subsidiaries on or before December 31, 1992 have expired, and there are no agreements between the Company or its Subsidiaries and any taxing authority, including, without limitation, the Internal Revenue Service or the Franchise Tax Board of the State of California, waiving or extending any statute of limitations for assessment or collection of any Tax Returns) that are due have been fully and timely paid. Each which the Company or any of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid filed which remain in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partyeffect as of the date hereof. Neither TCFC the Company nor any of its Subsidiaries has granted filed any extension consent, statement or waiver of election with the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment Internal Revenue Service under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e341(f) of the Code or any corresponding provision of which the Merger is also a part, a “distributing corporation” state or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rose Hills Co)

Tax Matters. Each of TCFC (i) Except as set forth on the attached "Taxes Schedule": the Company, each Subsidiary and its Subsidiaries has duly and timely each Affiliated Group have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects. Neither TCFC nor any of its Subsidiaries is ; the beneficiary of any extension of time within which to file any Company, each Subsidiary and each Affiliated Group in all material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material respects have paid all Taxes of TCFC due and its Subsidiaries owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither the Company, any Subsidiary nor any Affiliated Group has waived any statute of its Subsidiaries has granted limitations with respect to any material Taxes or agreed to any extension or waiver of the limitation period applicable time with respect to any material Tax that remains in effect. The federal income assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax Returns liabilities of TCFC the Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for all years prior to and including 2019 Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been examined filed by the IRS Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are Tax Returns pending or being conducted with respect to which the applicable period for assessment under applicable lawCompany, after giving effect any Subsidiary or any Affiliated Group, no information related to extensions Tax matters has been requested by any foreign, federal, state or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received local taxing authority and no written notice of assessment indicating an intent to open an audit or proposed assessment in connection with other review has been received by the Company from any material amount of Taxesforeign, federal, state or local taxing authority; and there are no threatened in writing material unresolved questions or pending disputesclaims concerning the Company's, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC Subsidiary's or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Affiliated Group Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018liability.

Appears in 1 contract

Samples: Note Purchase Agreement (Gardenburger Inc)

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material All Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itprior to the date hereof with respect to the Company (which includes the LLC for purposes of this Section 3.19) or any of its income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, correct, true and complete accurate in all material respects. Neither TCFC nor All Taxes due and payable by or with respect to the Company have been paid and are accrued on the Current Balance Sheet or will be accrued on its books and records as of the Closing. Except as set forth in Schedule 3.19 hereto: (i) with respect to each taxable period of the Company, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of its Subsidiaries is Taxes has been asserted or assessed by any taxing authority against the beneficiary of Company; (iii) the Company has not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Company has not requested or been granted an extension of the time within which to file for filing any material Tax Return to a date later than the Effective Time; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or threatened against or with respect to the Company regarding Taxes; (vi) the Company has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) on or prior to the Effective Time; (vii) there are no Liens for Taxes (other than extensions to file Tax Returns obtained in the ordinary course). All material for current Taxes of TCFC not yet due and its Subsidiaries (whether or not shown on any Tax Returnspayable) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or upon the assets of TCFC and its Subsidiaries. TCFC has made available the Company; (viii) the Company will not be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to SHBI true and complete copies the Effective Date, to include any adjustment under Section 481(c) of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any similar corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Time or (B) as a result of any "closing agreement,"as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), as a transferee to include any item of income or successor, by contract or otherwise. Neither TCFC nor exclude any item of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan deduction from any taxable period (or series portion thereof) beginning after the Effective Time; (ix) the Company has not been a member of related transactions)” within the meaning of an affiliated group (as defined in Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 1504 of the Code) or filed or been included in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” combined, consolidated or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign unitary income Tax Returns filed by Return; (x) the Company is not a party to or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined bound by any Tax authority since January 1, 2018.tax allocation or tax

Appears in 1 contract

Samples: Merger Agreement (U S Energy Systems Inc)

Tax Matters. Each of TCFC and its Subsidiaries has duly (i) The Representative shall properly prepare or cause to be properly prepared, and timely filed (including file or cause to be filed, all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns of or with respect to Generac that are required to be filed by iton or before the Closing Date and Generac’s final S corporation returns (other than any Tax Returns on which there are reflected Section 338(h)(10) Taxes), and shall timely pay or cause to be timely paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with this Agreement and prior practice unless otherwise required by applicable Tax Law, it being understood that the payments made pursuant to the Employment and Deferred Compensation Agreements with the individuals listed on Schedule 5(l)(ii) and the Generac Power Systems, Inc. Amended and Restated Equity Appreciation Plan are truedeemed to occur prior to the Closing and the parties agree to report such items in the taxable period that ends on the Closing Date (or on the preclosing portion of a Straddle Period, correctas the case may be). The Representative shall provide Buyer with copies of completed drafts of such Tax Returns (along with supporting workpapers) at least twenty (20) days prior to the due date for filing thereof, for Buyer’s review and approval (which approval shall not be unreasonably withheld or delayed). The Buyer shall prepare or cause to be prepared, and complete in file or cause to be filed, all material respects. Neither TCFC nor other Tax Returns required to be filed by the Surviving Corporation and shall timely pay or cause to be timely paid all Taxes of Generac shown due thereon; provided that any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of any taxable period that includes (but does not end on) the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed Closing Date (a “Straddle Period”) and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from taxable period that ends on or with respect prior to the TCFC Group Closing Date on which are reflected Taxes that are due and payable by the Shareholders shall be prepared consistently with prior practice unless otherwise required by applicable Tax law and shall be provided by the Buyer to the Representative for review and approval at least twenty (20) days before due (including extensions) (which approval shall not be unreasonably withheld or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018delayed).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Generac Holdings Inc.)

Tax Matters. Each of TCFC and its Subsidiaries Acquiror has duly properly completed and timely filed (including all or filed applicable extensionsextensions therefor) all material Tax Returns in all jurisdictions in which Tax Returns are required to be have been filed by it, Acquiror and paid all such Tax Returns are true, correct, Taxes due and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries payable (whether or not shown on any Tax Returns) that are due Return), other than any such Taxes which Acquiror is contesting in good faith and for which adequate reserves have been fully provided and timely paidreflected in Acquiror’s financial statements included in the SEC Filings (the “Acquiror Financial Statements”). Each The charges, accruals and reserves on the books of TCFC and its Subsidiaries has withheld and paid Acquiror in respect of Taxes for all fiscal periods are adequate in all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesrespects, and there are no threatened material unpaid assessments against Acquiror nor, to Acquiror’s knowledge, any basis for the assessment of any additional Taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to Acquiror. All Taxes and other assessments and levies that Acquiror is required to withhold or to collect for payment have been duly withheld and collected and timely paid, other than any such Taxes which Acquiror is contesting in writing good faith and for which adequate reserves have been provided and reflected in the Acquiror Financial Statements. To Acquiror’s knowledge, there is no audit or pending disputesaudit of, claims, audits, examinations or other proceedings regarding Tax Controversy associated with any material Tax Return of TCFC Acquiror or its subsidiaries conducted by a Tax Authority that would reasonably be expected to have a Material Adverse Effect on Acquiror and its Subsidiaries subsidiaries, taken as a whole. There are no Tax liens or claims pending or, to Acquiror’s knowledge, threatened against Acquiror or its assets or property. As of the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requestsdate hereof, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC neither Acquiror nor any of its Subsidiaries is a party subsidiaries has taken or agreed to or is bound by take any Tax sharingaction, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes does Acquiror have knowledge of any person (other than TCFC fact or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of statecircumstance, local or foreign law), that would prevent the Merger from qualifying as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a plan (or series of related transactions)reorganization” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A368(a) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Glu Mobile Inc)

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material All Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itprior to the date hereof with respect to any of the Acquired Entities or any of their respective income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, correct, true and complete accurate in all material respects. Neither TCFC nor All Taxes due and payable by or with respect to each Acquired Entity have been paid or are accrued on the applicable Current Balance Sheet or will be accrued on the Acquired Entity's books and records as of the Closing. Except as set forth on Schedule 3.19: (i) with respect to each taxable period of each Acquired Entity, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and each taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of its Subsidiaries is Taxes has been asserted or assessed by any taxing authority against any Acquired Entity; (iii) no Acquired Entity has consented to extend the beneficiary of time in which any Taxes may be assessed or collected by any taxing authority; (iv) no Acquired Entity has requested or been granted an extension of the time within which to file for filing any material Tax Return to a date later than the Closing; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or threatened against or with respect to any Acquired Entity regarding Taxes; (vi) no Acquired Entity has made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) on or prior to the Effective Date; (vii) there are no Liens for Taxes (other than extensions to file Tax Returns obtained in the ordinary course). All material for current Taxes of TCFC not yet due and its Subsidiaries (whether or not shown on any Tax Returnspayable) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or upon the assets of TCFC and its Subsidiaries. TCFC has made available any Acquired Entity; (viii) no Acquired Entity will be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to SHBI true and complete copies the Effective Date, to include any adjustment under Section 481(c) of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any similar corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), as a transferee to include any item of income or successor, by contract or otherwise. Neither TCFC nor exclude any item of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan deduction from any taxable period (or series portion thereof) beginning after the Effective Date; (ix) no Acquired Entity has been a member of related transactions)” within the meaning of an affiliated group (as defined in Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 1504 of the Code) or filed or been included in a distribution combined, consolidated or unitary income Tax Return; (x) no Acquired Entity is a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual obligation to indemnify any other Person with respect to Taxes; no taxing authority will claim or assess any additional Taxes against any of stock intending the Companies for any period for which Tax Returns have been filed; (xi) no taxing authority will claim or assess any additional Taxes against any of the Acquired Entities for any period for which Tax Returns have been filed; (xii) no Acquired Entity has made any payments or, is or will become obligated (under any contract entered into on or before the Closing) to qualify for Taxmake any payments, that will be non-free treatment deductible under Section 355 280G of the Code. Neither TCFC nor Code (or any corresponding provision of its Subsidiaries state, local or foreign law); and (xiii) no Acquired Entity has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI Code (A) true and correct copies or any corresponding provision of the U.S. federal, state, local or foreign law) during the applicable period specified in Section 897(c)(l)(a)(ii) of the Code (or any corresponding provision of state, local or foreign law); (xiv) no claim has ever been made by a taxing authority in a jurisdiction where any Acquired Entity does not file Tax Returns that an Acquired Entity is or may be subject to Taxes assessed by such jurisdiction; (xv) no Acquired Entity has any permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, correct and complete copies of all income and sales Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to any Acquired Entity for the TCFC Group past three years have been furnished or its incomemade available to Republic; (xvii) no Acquired Entity will be subject to any Taxes, assets for the period ending at the Closing for any period for which a Tax Return has not been filed, imposed pursuant to Section 1374 or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf 1375 of the TCFC Group that have been examined Code (or any corresponding provision of state, local or foreign law); and (xviii) no sales or use tax will be payable by any Acquired Entity or Republic or any Surviving Corporation or transferee as a result of this transaction, and there will be no non-recurring intangible tax, documentary stamp tax other than on the Republic Shares, or other excise tax (or comparable tax imposed by any governmental entity) as a result of this transaction. Each Acquired Entity has timely and properly filed an S corporation election under the Code and under applicable state and local Tax authority since January 1law for its first taxable year, 2018and no such S election has been revoked or terminated and neither the Acquired Entities nor the Shareholder has taken any action that would cause a termination of such S election.

Appears in 1 contract

Samples: Merger and Reorganization Agreement (Republic Industries Inc)

Tax Matters. Each of TCFC 4.10.1 Connecticut Bancshares and its Subsidiaries has duly and timely filed each Connecticut Bancshares Subsidiary (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of taking into account any extension of time within which to file any material Tax Return (other than extensions to file which has not expired) has timely filed all Tax Returns obtained required by applicable law to be filed by them in respect of all applicable Taxes required to be paid through the ordinary course)date hereof and will timely file any such Tax Returns required to be filed prior to the Effective Time with respect to Taxes required to be paid through the Effective Time. All material Taxes of TCFC Connecticut Bancshares and its Subsidiaries (whether each Connecticut Bancshares Subsidiary have paid, or where payment is not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and made, have set up an adequate reserve or accrual for the payment of, all Taxes required to be paid in connection with respect of the periods covered by such Tax Returns and, as of the Effective Time, will have paid, or where payment is not required to have been made, will have set up an adequate reserve or accrual for the payment of, all Taxes for any subsequent periods ending on or prior to the Effective Time. To the knowledge of each of Connecticut Bancshares and any Connecticut Bancshares Subsidiary, neither Connecticut Bancshares nor any Connecticut Bancshares Subsidiary will have any liability for any such Taxes in excess of the amounts so paid or owing to any employee, creditor, stockholder, independent contractor reserves or other third partyaccruals so established. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver As of the limitation period applicable to any material Tax that remains date hereof, except as disclosed in effect. The federal income Tax Returns Section 4.10.1 of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS Connecticut Bancshares Disclosure Schedule, no audit, examination or are Tax Returns deficiency or refund litigation with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by Connecticut Bancshares or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect Connecticut Bancshares Subsidiary is pending or, to the TCFC Group or its incomebest of Connecticut Bancshares’ knowledge, assets or operations. Section 5.03(p) threatened and to the best of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by Connecticut Bancshares’ knowledge, there is no basis for any Tax authority since January 1, 2018to assess any additional Taxes for any period for which Tax Returns have been filed.

Appears in 1 contract

Samples: Termination and Release Agreement (Newalliance Bancshares Inc)

Tax Matters. Each SFX Party has, and to the knowledge, information and belief of TCFC SFX, Secret or Entercom, either Secret or Entercom has, in respect of the Future SFX Assets and its Subsidiaries has duly and timely the Future SFX Station filed (including all applicable extensions) all material Material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and has paid, or made adequate provision for the payment of, all such Taxes which have or may become due and payable by it pursuant to said Tax Returns and all other governmental charges and assessments received by it to date other than those Taxes being contested by it in good faith. There are trueno unpaid Taxes which are due and payable by SFX, corrector alleged by any Taxing Authority to be due and payable, the non-payment of which is or could become a Lien on any of the Future SFX Assets or the Future SFX Station. To the knowledge, information and belief of SFX, Secret or Entercom, there are no unpaid Taxes which are due and payable by Secret or Entercom, or alleged by any Taxing Authority to be due and payable by Secret or Entercom, the non-payment of which is or could become a Lien on any of the Future SFX Assets or the Future SFX Station. All Taxes in respect of the Future SFX Assets and the Future SFX Station which SFX is required by law to withhold and collect have been duly withheld and collected, and complete have been paid over, in a timely manner, to the proper Authorities to the extent due and payable. To the knowledge, information and belief of SFX, Secret or Entercom, all material respectsTaxes in respect of the Future SFX Assets and the Future SFX Station which Secret or Entercom is required by law to withhold and collect have been duly withheld and collected, and have been paid over, in a timely manner, to the proper Authorities to the extent due and payable. Neither TCFC nor Except as set forth in Section 3.11 of the SFX Disclosure Schedule, no SFX Party has executed any waiver to extend, or otherwise taken or failed to take any action that would have the effect of its Subsidiaries is extending, the beneficiary applicable statute of limitations in respect of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in associated with the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether Future SFX Assets or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries Future SFX Station for all the fiscal years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018year.

Appears in 1 contract

Samples: Asset Exchange Agreement (American Radio Systems Corp /Ma/)

Tax Matters. (1) The Vendor shall cause to be prepared all Tax Returns of the Corporation required to be made or prepared by the Corporation for any period that ends on or before the Effective Time and for which such Tax Returns have not been filed as of such time (the “Vendor Prepared Returns”). Such Vendor Prepared Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by Applicable Law. Each Vendor Prepared Return shall be submitted by the Vendor in draft form to the Purchaser at least twenty (20) days before the date on which such Vendor Prepared Tax Return is required by Applicable Law to be filed with the relevant Governmental Authority (or ten (10) days in the case of TCFC and its Subsidiaries has any Tax Return covering GST/HST, provincial sales Tax, payroll, or source deduction Taxes). The Purchaser shall, subject to Applicable Law, have the right to request that the Vendor make reasonable changes to any such Vendor Prepared Return by communicating such changes in writing to the Vendor at least ten (10) days before the date on which such Vendor Prepared Return is required by Applicable Law to be filed with the relevant Governmental Authority (or five (5) days in the case of any Tax Return covering GST/HST, provincial sales Tax, payroll, or source deduction Taxes). The Purchaser shall cause the Corporation to duly and timely filed file such Vendor Prepared Return (including all applicable extensionsas revised to incorporate any reasonable comments provided by the Purchaser) all material Tax Returns in all jurisdictions in which Tax Returns are required and duly and timely pay to be filed by itthe appropriate Governmental Authority any Taxes shown as owing on such Vendor Prepared Return, and all such Tax Returns are the Purchaser will provide a true, correct, and complete copy thereof, as filed, to the Vendor. For the avoidance of doubt, in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions for the final Pre-Closing Tax Period under the Tax Act ending prior to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or Closing, the Corporation will not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required make an election to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(esubsection 256(9) of the Code of which Tax Act apply and in preparing the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed described in this Section 5.10(1), the Corporation shall be entitled to carry-back, carry forward, claim or utilize any available capital or non-capital loss or other Tax attribute that arises or arose in any Pre-Closing Tax Period so as to reduce or eliminate Tax paid or payable by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) Corporation in any audit report issued by a Pre-Closing Tax authority within the last three (3) years relating to Taxes due from or with respect Period to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed maximum extent permitted by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Modine Manufacturing Co)

Tax Matters. Each of TCFC and its Subsidiaries Bio Balance has duly and timely filed with the appropriate ------------ taxing authorities all returns (including all applicable extensionsincluding, without limitation, information returns and other material information) all material Tax Returns in all jurisdictions in which Tax Returns are respect of Taxes required to be filed by it, through the date hereof. The information contained in such returns is complete and all such Tax Returns are true, correct, and complete accurate in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of Bio Balance has not requested any extension of time within which to file returns (including, without limitation, information returns) in respect of any material Tax Return (other than extensions to file Tax Returns obtained Taxes. Bio Balance has accurately computed and timely paid all Taxes for periods beginning before the date hereof, or an adequate reserve has been established therefor, as set forth in the ordinary course)Bio Balance Financial Statements. All material NYHC shall have no obligation or liability for or with respect to (a) any Taxes or other assessments as a consequence of TCFC and its Subsidiaries the transactions contemplated by this Agreement all of which Taxes shall be paid by Bio Balance, or each Bio Balance Shareholder, as the case may be, or (whether b) any other Taxes or not shown on assessments of Bio Balance, or each Bio Balance Shareholder of any kind whatsoever or any penalties or interest with respect to such Tax Returns) that are due have been fully and timely paidliabilities. Each of TCFC and its Subsidiaries Bio Balance has withheld or collected from each payment made to each of its employees, consultants, contractors and paid all material other payees the amount of Taxes required to be withheld and collected therefrom for all periods through the date hereof. Any liability for Taxes due and payable through the date of this Agreement for which no returns are due or have been withheld filed (including, without limitation, property, payroll and paid in connection with amounts paid withholding taxes) have been properly accrued or owing to provided for on the books of Bio Balance. No material deficiencies for Taxes have been claimed, proposed, or assessed by any employee, creditor, stockholder, independent contractor taxing or other third partygovernmental authority against Bio Balance. Neither TCFC nor any There are no pending or, to the best knowledge of its Subsidiaries has granted any extension Bio Balance, threatened audits, investigations or waiver of the limitation period applicable claims for or relating to any material Tax that remains liability in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding matters under discussion with any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements governmental authorities with respect to Taxes requested or executed that, in the last six reasonable judgment of Bio Balance, or its counsel is likely to result in a material amount of Taxes. The federal, state and local returns of Bio Balance have never been audited, and Bio Balance has not been notified that any taxing authority intends to audit a return for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to Bio Balance. Bio Balance: (6i) years. Neither TCFC nor any of its Subsidiaries has not been an includible corporation in an affiliated group that files consolidated income tax returns; (ii) is not a party to any tax-sharing agreements or similar arrangements; and (iii) is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been not a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or "foreign law), person" as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(Adefined in section 1445(f)(3) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 1 contract

Samples: Stock for Stock Exchange Agreement (New York Health Care Inc)

Tax Matters. Each of TCFC and its Subsidiaries Except as set forth on Schedule 3.12, such Seller (A) has duly and timely filed paid all Taxes required to be paid by it through the date hereof (including all any Taxes shown due on any Tax Return) and (B) has filed or caused to be filed in a timely manner (within any applicable extensionsextension periods) all material Tax Returns required to be filed by it with the appropriate Governmental Entities in all jurisdictions in which such Tax Returns are required to be filed by itfiled, and all such Tax Returns are truetrue and complete. Except as set forth in Schedule 3.12, correct(i) there are no Liens for Taxes on such Seller’s Purchased Assets other than Permitted Liens, and complete in all material respects. Neither TCFC nor such Seller has not been notified by the Internal Revenue Service or any of its Subsidiaries is the beneficiary of other taxing authority that any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due issues have been fully raised (and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined are currently pending) by the IRS Internal Revenue Service or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment other taxing authority in connection with any material amount Tax Return of Taxessuch Seller, and no waivers of statutes of limitations have been given or requested with respect to such Seller; (ii) there are no threatened in writing pending Tax audits of any Tax Returns of such Seller; (iii) to such Seller’s Knowledge, no unresolved deficiencies or pending disputesadditions to Taxes have been proposed, claims, audits, examinations asserted or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC assessed against such Seller; (iv) such Seller has made available full and adequate provision (x) on its Latest Balance Sheet for all Taxes payable by it for all periods prior to SHBI true the date of the Latest Balance Sheet and complete copies (y) on its books for all Taxes payable by it for all periods beginning on or after the date of its Latest Balance Sheet; (v) such Seller has not and will not incur any private letter ruling requests, closing agreements or gain recognition agreements with respect to Tax Liability from and after the date of its Latest Balance Sheet other than Taxes requested or executed incurred in the last six ordinary course of business and consistent with previous years; (6vi) years. Neither TCFC nor such Seller has complied in all material respects with all applicable Laws relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees), and such Seller is not liable for any of its Subsidiaries Taxes for failure to comply with such Laws; (vii) such Seller is not now and has not been a party to or is bound by any Tax sharingsharing agreement; (viii) none of such Seller’s Assumed Liabilities includes an obligation to make (or possibly make) any payments that will be non-deductible under, allocation or indemnification agreement would otherwise constitute a “parachute payment” within the meaning of, Section 280G of the Code (or arrangement (other than such an agreement any corresponding provision of state, local or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal foreign income Tax Return law); (other than a group ix) such Seller has not agreed to and is not required to make any adjustments pursuant to Section 481 of the common parent of which was TCFCCode, and the Internal Revenue Service has not proposed to such Seller any such adjustments or changes in such Seller’s accounting methods; (x) or (b) has such Seller does not have any liability for the Taxes of any person (other than TCFC or Person under any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of stateapplicable law or regulation, local or foreign law)by contract, as a transferee or successor, by contract or otherwise. Neither TCFC nor any ; (xi) upon consummation of its Subsidiaries has beenthe transactions contemplated by the Documents, within none of such Seller’s Purchased Assets will be subject to the past two “anti-churning” rules of Code Section 197(f)(9); and (2xii) years or otherwise as part of such Seller is not a “plan (or series foreign person” for purposes of related transactions)” within the meaning of Code Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 20181445.

Appears in 1 contract

Samples: Asset Purchase Agreement (Red Robin Gourmet Burgers Inc)

Tax Matters. Each (a) Except as set forth on Schedule 3.12(a) of TCFC the Company Disclosure Schedule, (i) the Company and each of its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in (other than tax returns which Tax Returns are if properly prepared and filed would involve an immaterial amount of tax) required to be filed by itfiled, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither TCFC nor any ; (ii) the Company and each of its Subsidiaries is has timely paid (or the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained Company has made adequate reserves therefor in its financial statements included in the ordinary course). All material Company SEC Reports) all Taxes of TCFC which are due and its Subsidiaries payable (whether or not shown on any such Tax Returns); (iii) that are due the Company has made appropriate accruals in accordance with GAAP in the financial statements included with the latest Company SEC Reports for all Taxes of the Company or any of its Subsidiaries with respect to any taxable period, or portion thereof, ending on or prior to the date of the latest Company SEC Reports for which Tax Returns have not yet been filed, or for which Taxes have been fully accrued but are not yet due and timely paid. Each owing; (iv) since the date of TCFC the latest Company SEC Reports, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice; (v) the Company and each of its Subsidiaries has withheld and paid all material Taxes required to have been be withheld and paid in connection with amounts paid or and owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any Person; and (vi) the Company and each of its Subsidiaries has granted any extension properly charged and collected on all sales, leases and other supplies, including deemed supplies made by it, the amount of all Taxes which may be imposed by state, provincial or waiver of the limitation period applicable other taxing authorities required to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined be collected by the IRS or are Tax Returns with respect to which Company and has remitted such Taxes in the applicable period for assessment form required under applicable law, after giving effect to extensions law or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability adequate provisions for the Taxes payment of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect amounts to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018proper Governmental Authority.

Appears in 1 contract

Samples: Agreement and Plan of Merger (180 Connect Inc.)

Tax Matters. Each of TCFC All federal and its Subsidiaries has duly state income and timely filed (including franchise and all applicable extensions) all other material Tax Returns in all jurisdictions in which returns, reports and statements (collectively, the “Tax Returns are Returns”) required to be filed by itany Tax Affiliates or extensions have been timely filed with the appropriate Governmental Authorities, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither TCFC nor , and all Taxes, assessments and other governmental charges and impositions reflected therein and all other material Taxes, assessments and other governmental charges otherwise due and payable have been paid prior to the date on which any liability may be added thereto for non-payment thereof; except that a Tax Affiliate may defer payment of any contested taxes; provided, that such Tax Affiliate (a) in good faith contests its obligation to pay such Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies the Secured Parties in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of its Subsidiaries is the beneficiary Collateral and (d) maintains adequate reserves therefor in conformity with GAAP. As of any extension of time within which to file any the Fourth Amendment Date, no income or franchise Tax Return or other material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to Borrower or any material other Tax that remains in effect. The federal income Affiliate is under audit by any Governmental Authority, and no Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries Affiliate has received written notice from any Governmental Authority of assessment any audit or proposed assessment in connection with examination or any assertion of any material amount of claim for Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies No Loan Party is otherwise aware of any private letter ruling requests, closing agreements claims or gain recognition agreements with respect to Taxes requested or executed adjustments proposed for any prior tax years that could result in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound additional taxes becoming due and payable by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries)Affiliate. Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income No Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries Affiliate has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years or has TCFC been a United States real property holding corporation within member of an affiliated, combined or unitary group other than the meaning group of Section 897(c)(2which a Tax Affiliate is the common parent. (p) Retaining Rights to Develop, License, Market and Sell Services. Other than as set forth in Schedule 3.1(p), neither the Borrower nor any Subsidiary has granted rights to develop, license, market or sell its services to any other Person, and are not bound by any agreement that affects the exclusive right of the CodeBorrower or any Subsidiary to develop, license, market or sell its services. TCFC has made available to SHBI (q) Governmental, Law and Authorizations Compliance.Other than as set forth in Schedule 3.1(q), each of the Borrower and its Subsidiaries: (A) true is, and correct copies will continue at all times to be, in compliance with all Applicable Laws (including those relating to the ownership of real or personal property, the U.S. federalconduct and licensing of each Loan Party's business, statethe payment and withholding of Taxes, local ERISA and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed other employee matters, and safety and environmental matters) in all material respects; (B) has not received any audit report issued by a Tax authority within warning letter or other correspondence or notice from any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required in connection with the last three (3) years relating to Taxes due from or with respect to business of the TCFC Group Borrower or its incomeSubsidiaries by any Applicable Laws (together, assets or operations. Section 5.03(pthe “Authorizations”); (C) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of possesses and complies in all material respects with the TCFC Group that Authorizations, which are valid and in full force and effect (other than those Authorizations for which applications have been examined by submitted but which have not yet been issued), in each case of this clause (C), except as would not reasonably be expected to result in a Material Adverse Effect; (D) has not received written notice that any Tax authority since January 1Governmental Authority has taken, 2018.is taking or intends to take 37 141540134

Appears in 1 contract

Samples: Facility Agreement (Neos Therapeutics, Inc.)

Tax Matters. Each (a) Except as set forth on Schedule 2.23 of TCFC and its Subsidiaries the Disclosure Letter, the Company has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in (as defined below) which Tax Returns are it was required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects. Neither TCFC nor respects and have been prepared in compliance with all applicable laws and regulations; the Company has paid all Taxes (as defined below) due and owing by it with respect to any of its Subsidiaries is period ending on or before the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries Closing (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which it is required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC nor party with respect to any period ending on or before the Closing; the Company has not waived any statute of its Subsidiaries has granted limitations with respect to any Taxes or agreed to any extension or waiver of time with respect to any Tax Return; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the limitation period applicable to Company if its current tax year were treated as ending on the date of the Latest Balance Sheet; since the date of the Latest Balance Sheet, the Company has not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax that remains in effect. The Returns have been filed by the Company shall not exceed the recorded liability therefor on the Latest Balance Sheet; the federal income Tax Returns of TCFC and its Subsidiaries the Company have been audited or closed for all tax years prior to and including 2019 have been examined by through 1992; except as set forth on Schedule 2.23 of the IRS Disclosure Letter no foreign, federal, state or local tax audits or administrative or judicial proceedings are Tax Returns pending or being conducted with respect to which the applicable period for assessment under applicable lawCompany, after giving effect no information related to extensions Tax matters has been requested by any foreign, federal, state or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received local taxing authority and no written notice of assessment indicating an intent to open an audit or proposed assessment in connection with other review has been received by the Company from any material amount of Taxesforeign, federal, state or local taxing authority; and there are no threatened in writing material unresolved questions or pending disputes, claims, audits, examinations or other proceedings regarding any material claims concerning the Company's Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.liability;

Appears in 1 contract

Samples: Purchase Agreement (Bluestone Software Inc)

Tax Matters. Each of TCFC (i) EDI and its Subsidiaries has duly and timely Subsidiary have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC ; EDI and its Subsidiaries Subsidiary in all material respects have paid all Taxes due and owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither EDI nor its Subsidiary has waived any statute of its Subsidiaries has granted limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or waiver deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of EDI and its Subsidiary if their current tax year were treated as ending on the date of the limitation period applicable Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, EDI and its Subsidiary have not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax that remains in effect. The Returns have been filed by EDI and its Subsidiary shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of TCFC EDI and its Subsidiaries Subsidiary have been audited and closed for all tax years prior to and including 2019 have been examined by the IRS through 2001; no foreign, federal, state or local tax audits or administrative or judicial proceedings are Tax Returns pending or being conducted with respect to which the applicable period for assessment under applicable lawEDI and its Subsidiary, after giving effect no information related to extensions Tax matters has been requested by any foreign, federal, state or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received local taxing authority and no written notice of assessment indicating an intent to open an audit or proposed assessment in connection with other review has been received by EDI from any material amount of Taxesforeign, federal, state or local taxing authority; and there are no threatened in writing material unresolved questions or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group claims concerning EDI's or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Subsidiary's Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018liability.

Appears in 1 contract

Samples: Technology Development Agreement (Eye Dynamics Inc)

Tax Matters. Each (a) For any taxable period of TCFC the Acquired Subsidiaries ending on or after the Closing Date, Buyer shall timely prepare and its Subsidiaries has duly and timely filed (including file with the appropriate Governmental Authorities all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed and will pay all Taxes due with respect to such Tax Returns; PROVIDED THAT Sellers shall be given a copy of such returns no later than thirty (30) days prior to the filing thereof and Buyer shall make such changes thereto as Sellers reasonably request prior to the filing thereof (unless Buyer reasonably determines any such change not to be appropriate under applicable law); PROVIDED, FURTHER, that Sellers will reimburse Buyer pursuant to Section 9.3(c) with respect to its portion of taxes due for the taxable periods covered by itsuch Tax Returns, and all except that, if Buyer wrongfully fails to make changes in such Tax Returns are truethat were reasonably requested by Sellers, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which then Sellers shall not be required to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or reimburse Buyer for such portion as would not shown on any Tax Returns) that are due have been fully payable had Buyer made such changes; PROVIDED, FURTHER, that if Buyer makes changes requested by Sellers and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax it is finally determined that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or such changes are Tax Returns with respect to which the applicable period for assessment improper under applicable law, after giving effect Sellers shall remain liable for their portion of such Taxes under Section 9.3(c)(i)(1). For any taxable period of the Acquired Subsidiaries that ends before the Closing Date (including any portion of a taxable period includible in a combined, consolidated, unitary or similar return for a period prior to extensions or waiversthe Closing Date), has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection Sellers shall timely prepare and file with any material amount of Taxes, the appropriate Governmental Authorities all Tax Returns required to be filed and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements will pay all Taxes due with respect to Taxes requested or executed such Returns. Buyer and Sellers agree to cause the Acquired Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the day preceding the Closing Date, unless the relevant Governmental Authority will not accept a Tax Return filed on that basis. Buyer and Sellers further agree to prepare the permanent records of the Sellers and the Acquired Subsidiaries in a manner that would result in the last six (6) years. Neither TCFC nor any tax items of its the Acquired Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a being included in the consolidated federal income Tax Return (other than a group return of MagneTek for periods up to, but not after, the common parent close of which was TCFC) or (b) has any liability for business on the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within day before the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Magnetek Inc)

Tax Matters. Each of TCFC The Company and its Subsidiaries has duly and timely each Subsidiary have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects. Neither TCFC nor any of its Subsidiaries is ; the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Company and each Subsidiary have paid all Taxes of TCFC due and its Subsidiaries owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditorshareholder, stockholder, independent contractor creditor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver party except for Taxes in dispute for which appropriate reserves have been taken on the Company’s financial statements and except such as would not reasonably be expected to have a Material Adverse Effect; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC Company and its Subsidiaries for all years prior if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and including 2019 have been examined by Tax income); since the IRS or are Tax Returns with respect to which date of the applicable period for assessment under applicable lawLatest Balance Sheet, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC the Company and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has have not incurred any liability for the Taxes of any person (other than TCFC or any in the ordinary course of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of statebusiness; and except as specifically disclosed to the Majority Purchasers in writing on the date hereof, local or foreign law)no foreign, as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, state or local and foreign income Tax Returns filed by audits or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from administrative or judicial proceedings are pending or being conducted with respect to the TCFC Group Company or its incomeany Subsidiary, assets no information related to Tax matters has been requested by any foreign, federal, state or operationslocal taxing authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any Subsidiary from any foreign, federal, state or local taxing authority. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or The charges, accruals and reserves on behalf the books of the TCFC Group that have been examined by any Tax authority since January 1Company and its Subsidiaries in respect of Taxes are, 2018in the reasonable judgment of the Company, adequate.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Thoma Cressey Equity Partners Inc)

Tax Matters. (a) Each of TCFC CRG and its the Subsidiaries has duly filed all federal, foreign, state and timely filed local tax information and tax returns of any and every nature and description (including all applicable extensionsthe "Returns") all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it (all such Tax Returns are true, correct, returns being accurate and complete in all material respects. Neither TCFC nor ) and has duly paid or made provision for the payment of all taxes and other governmental charges (including without limitation any of its Subsidiaries is the beneficiary of any extension of time within interest, penalty or additions to tax thereto) which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS incurred or are Tax shown to be due on said Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened claimed in writing to be due from it or pending disputesimposed on it or its respective properties, claimsassets, auditsincome, examinations franchises, leases, licenses, sales or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requestsuse, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharingfederal, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)taxing authorities (collectively, the "Taxes") on or prior to the date hereof, other than Taxes which are being contested in good faith and by appropriate proceedings and as to which it has set aside on its books adequate reserves or which may be attributable to the transactions contemplated hereby. Except as set forth on the Tax Matters Schedule attached hereto as Schedule 2.9, (i) neither the IRS nor any foreign, state, local or other taxing authority is in the process of examining any federal, foreign, state, local or other tax return of CRG or any Subsidiary, (ii) there are no disputes pending, or claims asserted, for Taxes upon CRG or any Subsidiary, (iii) neither CRG nor any Subsidiary has been required to give any currently effective waivers extending the statutory period of limitation applicable to any foreign, federal, state or local tax return or agreed to an extension of time with respect to a transferee Tax assessment or successordeficiency, (iv) neither CRG nor any Subsidiary has in effect any power of attorney or authorization of anyone to represent it with respect to any Taxes, and (v) no claim has ever been made by contract an authority in a jurisdiction where CRG or otherwiseany Subsidiary files Returns that CRG or any Subsidiary is or may be subject to taxation by that jurisdiction. Neither TCFC CRG nor any of its Subsidiaries Subsidiary has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” filed any consolidated federal income tax return with an "affiliated group" (within the meaning of Section 355(a)(1)(A) 1504 of the Code) in ), where CRG was not the common parent of the group. Neither CRG nor any Subsidiary is, nor has it been, a distribution of stock intending party to qualify any tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability to anyone other than CRG or its Subsidiaries. Neither CRG nor any Subsidiary has any liability for Tax-free treatment Taxes as a transferee of, or successor to, any other person. Neither CRG nor any Subsidiary has filed a consent under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2341(f) of the Code. TCFC Each of CRG and the Subsidiaries has made available provided to SHBI (A) true Purchasers or their representatives complete and correct copies of the U.S. its respective federal, statestate and local income tax returns filed on or prior to the date hereof and all examination reports, local and foreign income Tax Returns filed if any, relating to the audit of such returns by the IRS or on behalf of the TCFC Group other tax authority for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from taxable year beginning on or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since after January 1, 20181992. There exists no proposed assessment against CRG, the Subsidiaries or the Shareholders or notice, whether formal or informal, of any deficiency or claim for additional Tax (including, without limitation, interest, additions to tax or penalties).

Appears in 1 contract

Samples: Agreement of Merger And (Clark/Bardes Holdings Inc)

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensionsa) all material All Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, or with respect to Seller have been duly and all timely filed. All such Tax Returns are true, correctcorrect and complete and all Taxes shown as due and payable by or with respect to Seller on such Tax Returns have been paid in full on a timely basis except as set forth in Section 1.10. The charges, accruals, and complete in all material respectsreserves for Taxes due, or accrued but not yet due, relating to the income, properties or operations of Seller as reflected on the Financial Statements and the books of Seller are and will be adequate to cover such Taxes. Neither TCFC nor All Taxes that Seller is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the appropriate governmental authorities to the extent due and payable. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any of its Subsidiaries is the beneficiary of any extension Tax Returns required to be filed by or with respect to Seller, and no extensions of time within which to file any material a Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on have been requested for any Tax Returns) Return that are due have has not yet been fully and timely paidfiled. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes Seller will not be required to have been withheld and paid in connection with amounts paid include any adjustment for any Tax period or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver portion thereof that ends after the Closing Date under Section 481(c) of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by Internal Revenue Code (the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6"Code") years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), ) as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part result of a “plan change in method of accounting for a Tax period ending prior to the Closing Date or pursuant to the provisions of any agreement entered into with any taxing authority with regard to the Tax liability of Seller for any Tax period ending prior to the Closing Date. There are no liens for any Tax on the Assets except for liens for Taxes not yet due and payable or liens for Taxes that are being contested in appropriate proceedings and for which adequate reserves have been made as listed in Schedule 2.24 hereto. For purposes of this Agreement, "Tax" (or series of related transactions)” within including with correlative meaning the meaning of Section 355(eterms "Taxes" and "Taxable") of the Code of which the Merger is also a partmeans (a) all foreign, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by other taxes, including all income, gross receipts, sales, use, ad valorem, value-added, intangible, unitary, transfer, franchise, license, payroll, employment, estimated, excise, environmental, stamp, occupation, premium, property, prohibited transactions, windfall or on behalf excess profits, customs, duties or other taxes, levies, fees, assessments or charges of the TCFC Group any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for each payment of the three most recent fiscal years amounts described in clause (a) as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for which such returns have been filed any period, or otherwise through operation of law, and (Bc) any audit report issued by liability for payment of amounts described in clause (a) or (b) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person for Taxes and "Tax authority within the last three Return" means any return (3) years including any information return), report, statement, schedule, notice, form, estimate, or declaration of estimated tax relating to Taxes due from or required to be filed with respect to any governmental authority in connection with the TCFC Group determination, assessment, collection or its income, assets or operations. Section 5.03(p) payment of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Tax.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Dynasil Corp of America)

Tax Matters. Each For purposes of TCFC this Agreement Tax Return means any return declaration report claim for refund information return or statement and its Subsidiaries has duly and timely any schedule attachment or amendment thereto including without limitation any consolidated combined or unitary return or other document including any related or supporting information filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are or required to be filed by it, any taxing authority in connection with the determination assessment collection imposition payment refund or credit of any federal state local or foreign Tax or the administration of the laws relating to any Tax and ii Tax or Taxes means any and all taxes charges fees levies deficiencies or other assessments of whatever kind or nature including without limitation all net income gross income profits gross receipts excise real or personal property sales ad valorem withholding social security retirement employment unemployment minimum estimated severance stamp property occupation environmental windfall profits use service net worth payroll franchise license gains customs transfer recording and other taxes customs duty fees assessments or charges of any kind whatsoever imposed by any taxing authority including any liability therefor as transferee under Section 6901 of the Code or any similar provision of applicable law as result of Treasury Regulation Section 1.1502-6 or any similar provision of applicable law or as result of any Tax sharing or similar agreement together with any interest penalties or additions to tax relating thereof All Tax Returns required to be filed on or before the date hereof by or with respect to Sellers have been filed within the time and in the manner prescribed by law All such Tax Returns are true, correct, true correct and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material respects and all Taxes of TCFC and its Subsidiaries (owed by Sellers whether or not shown on any Tax Returns) that are due Return have been fully paid except such Taxes if any as ci 12-0023 -13- are listed in Section 2.7 of the Sellers Disclosure Schedule and timely paid. Each of TCFC are being contested in good faith and its Subsidiaries as to which adequate reserves determined in accordance with GAAP have been provided in the Sellers Balance Sheet or the Sellers Interim Balance Sheet Sellers has withheld and paid filed tax returns in all material Taxes jurisdictions where it is required to have been withheld file and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries Sellers has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has not received written notice of assessment any claim by any taxing authority in any other jurisdiction that Sellers is or proposed assessment in connection with any material amount of Taxes, and there may be subject to taxation by that jurisdiction There are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements Liens with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor upon any of its Subsidiaries is a party to the assets or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (properties of Sellers other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.Taxes not yet due and payable

Appears in 1 contract

Samples: Asset Purchase Agreement

Tax Matters. Each Seller and each Subsidiary of TCFC and its Subsidiaries Seller has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are that it was required to be filed by it, file under applicable laws and all regulations. All such Tax Returns are true, correct, were correct and complete in all material respectsrespects and were prepared in compliance with all applicable laws and regulations. All Taxes due and owing by Seller and its Subsidiaries (whether or not shown on any Tax Return) have been paid. Neither TCFC Seller nor any Subsidiary of its Subsidiaries Seller is currently the beneficiary of any extension of time within which to file any material Tax Return Return. No claim has ever been made by an authority in a jurisdiction where Seller and its Subsidiaries do not file Tax Returns that Seller or any Subsidiary of Seller is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than extensions to file Tax Returns obtained in Taxes not yet due and payable) upon any of the ordinary course)assets of Seller or any Subsidiary of Seller. All material Taxes Seller and each Subsidiary of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries Seller has withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholdershareholder, independent contractor or other third partyparty and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. No officer, director, trustee or employee responsible for Tax matters of Seller or its Subsidiaries expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Seller or its Subsidiaries. Neither TCFC Seller or any Subsidiary of Seller has received from any foreign, federal, state, or local taxing authority (including jurisdictions where neither Seller nor such Subsidiary has filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against Seller or such Subsidiary. Seller has delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Seller or any of its Subsidiaries filed or received since June 30, 2007. Neither Seller nor any Subsidiary of Seller has granted waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or waiver deficiency. Neither Seller nor any Subsidiary or Affiliate of Seller is a party to any arrangement, Contract or plan that has resulted or could result, separately or in the aggregate as a result of the limitation period applicable to transactions and agreements contemplated by this Agreement (whether alone or upon the occurrence of any material additional or subsequent events), in the payment of (i) any “parachute payment” within the meaning of Code §280G (or any corresponding provision of state, local or foreign Tax law) and (ii) any amount that remains in effectwill not be fully deductible as a result of Code §162 (or any corresponding provision of state, local or foreign Tax law). The Seller and each Subsidiary of Seller has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by federal income Tax within the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expiredmeaning of Code §6662. Neither TCFC Seller nor any Subsidiary of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries Seller is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries)sharing agreement. Neither TCFC Seller nor any Subsidiary of its Subsidiaries Seller (aA) has been a member of an affiliated group Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (bB) has any liability Liability for the Taxes of any person Person (other than TCFC Seller or any of its Subsidiariessuch Subsidiary) under Treasury Regulation Section Reg. §1.1502-6 (or any similar provision of state, local local, or foreign law), as a transferee or successor, by contract contract, or otherwise. Neither TCFC Buyer will not have any successor or transferee liability for Taxes as a result of the transactions contemplated by this Agreement, and any such liability will be paid by Seller. The unpaid Taxes of Seller and its Subsidiaries (i) did not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Seller and each Subsidiary of Seller in filing its Tax Returns. Since the date of the Most Recent Balance Sheet, neither Seller nor any Subsidiary of Seller has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of Business consistent with past custom and practice. Neither Seller nor any Subsidiary of Seller will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: change in method of accounting for a taxable period ending on or prior to the Closing Date; “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; intercompany transaction or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign income Tax law); installment sale or open transaction disposition made on or prior to the Closing Date; or prepaid amount received on or prior to the Closing Date. Neither Seller nor any Subsidiary of Seller has distributed stock of another Person, or, if applicable, has had its Subsidiaries stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. All applicable transfer pricing Law with respect to Taxes have been complied with, and all documentation required by all relevant transfer pricing Laws with respect to Taxes has beenbeen timely prepared. Seller and each Subsidiary of Seller is in compliance with all terms and conditions of any Tax exemptions, within the past two (2) years or otherwise as part order of a “plan (foreign government, and the consummation of the transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemptions or series of related transactions)” order. Seller has been organized as described in Code §501(c)(3) at all times during its existence and Seller will continue to be such an organization up to and including the Closing Date. Seller has not conducted an activity that would be considered an unrelated trade or business within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (§ 513 and has not generated any unrelated business taxable income within the meaning of Section 355(a)(1)(ACode § 512. The Application for Recognition for Exemption Under Code § 501(c)(3) (IRS Form 1023) and accompanying materials submitted to the IRS, and any supplemental materials and correspondence submitted to the IRS (collectively, the “Application”), contained a complete and accurate description of the Codeplanned activities of Seller and did not contain any material misstatements. Seller has continually conducted only those activities that were described to the IRS in connection with the Application and in strict compliance with such description. Seller received a letter from the IRS, dated January 21, 2004, stating that the IRS had determined Seller to be an organization described in Code § 501(c)(3) (the “Determination Letter”). Seller has not received any other letter, correspondence or communication from the IRS regarding its status as an organization described in a distribution of stock intending to qualify for Tax-free treatment under Section 355 Code § 501(c)(3). Seller’s Determination Letter has not been modified, revoked, or suspended, and Seller is in compliance with all of the Codeterms and conditions of the Determination Letter. Neither TCFC nor any No administrative or judicial proceeding is pending that may affect the classification of its Subsidiaries has participated Seller as a corporation described in a “reportable transaction” Code § 501(c)(3) or “listed transaction” that is exempt from federal income tax under Code § 501(a). The sale of the Acquired Assets pursuant to this Agreement will not adversely affect the Sellers’s status as an organization described in Code § 501(c)(3) and will not subject Seller to unrelated business taxable income within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Code § 512.

Appears in 1 contract

Samples: Asset Purchase Agreement

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensionsi) all material (a) All Tax Returns in all jurisdictions in which Tax Returns that are required to be filed by itor with respect to ALBANK and its Subsidiaries have been duly filed, or requests for extensions have been timely filed or an extension is automatic) and any such extension has been granted and has not been rescinded, (b) all Taxes shown to be due on Tax Returns referred to in clause (a), if filed, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to be shown on the Tax Returns for which extensions have been withheld and granted have been paid in connection with amounts paid full or owing adequate provision has been made for such Taxes on ALBANK's most recent balance sheet provided to any employeeCOFI, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of (c) the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior referred to and including 2019 in clause (a) that have been filed have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of appropriate state, local or foreign law)taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (d) all deficiencies asserted or assessments made as a transferee result of such examinations have been paid in full or successornon-material amounts are being contested in good faith, (e) no material issues that have been raised by contract or otherwise. Neither TCFC nor the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (a) are currently pending, and (f) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of ALBANK or its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the CodeSubsidiaries. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC ALBANK has made available to SHBI (A) COFI true and correct copies of the U.S. federal, state, local and foreign United States federal income Tax Returns filed by or on behalf of the TCFC Group ALBANK and its Subsidiaries for each of the three most recent fiscal years for which such returns have been filed and (B) ended on or before December 31, 1997. Neither ALBANK nor any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or of its Subsidiaries has any material liability with respect to the TCFC Group or its income, assets franchise or operationssimilar Taxes that accrued on or before the end of the most recent period covered by ALBANK's SEC Documents filed prior to the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in ALBANK's SEC Documents filed on or prior to the date hereof. As of the date hereof, neither ALBANK nor any of its Subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Company Merger and the Bank Mergers from qualifying as reorganizations within the meaning of Section 5.03(p368(a) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Charter One Financial Inc)

Tax Matters. Each of TCFC MVS has filed when due, including any extensions, all federal, state, county and its Subsidiaries has duly local income, payroll, corporate franchise, sales, excise and timely filed use and ad valorem tax (including all applicable extensionscollectively, "Tax") all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, reports and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid returns in connection with amounts paid or owing to any employeeMVS's business, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC assets and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesemployees, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC has paid and its Subsidiaries discharged all Taxes related to the assets or the assets business of TCFC and its SubsidiariesMVS for the periods covered by such returns shown thereon to be due. TCFC MVS has made available to SHBI true the Purchaser, to the extent requested by the Purchaser, all Tax reports and complete copies returns of MVS for all periods ending prior to the date hereof. The current liability for Federal, state and local taxes reflected on the Financial Statements, if any, represents at the date thereof, reasonable and adequate provision for the payment of all accrued and unpaid current Federal, state and local taxes of MVS based upon MVS's tax structure. Since the Effective Date of the 11/18 Agreement, no assessments of deficiencies have been made against MVS, and no extensions of time are in effect for the filing of any private letter ruling requestsreturns or the assessment of deficiencies. No examinations by the Internal Revenue Service of the Federal income tax returns of MVS for any taxable year are presently pending. In the event that after the Effective Date, closing agreements a deficiency is determined in the amount of Federal, state or gain recognition agreements local tax payable by MVS, which deficiency relates to periods prior to the Effective Date, then in that event, Catalyst, in the manner set forth in Section 9 hereof, shall be fully responsible for and shall indemnify and hold the Purchaser and MVS harmless from the payment of any such deficiency, tax liability, penalty, interest, loss, costs, expenses or claim (including attorney and accountant fees) with respect to Taxes requested or executed in the last six (6) yearsthereto. Neither TCFC nor any MVS has not received notice of its Subsidiaries is a party to or is bound by any Tax sharingdeficiency outstanding, allocation proposed or indemnification agreement assessed against or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC allocable to MVS, nor has MVS executed any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes waiver of any person (other than TCFC statute of limitations on the assessment or collection of any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 1 contract

Samples: Stock Purchase Agreement (Industrial Holdings Inc)

Tax Matters. Each of TCFC DCI and its Subsidiaries each other corporation or entity (if any) ----------- included in any consolidated or combined tax return in which DCI has duly been included (i) have filed and will file, in a timely and proper manner, consistent with applicable laws, all Federal, state and local Tax returns and Tax reports required to be filed by them through the Closing Date (including all applicable extensionsthe "Tax Returns") all material Tax Returns with the appropriate governmental agencies in all jurisdictions in which Tax Returns are required to be filed by it, and have timely paid or will timely pay all amounts shown thereon to be due; (ii) have paid and shall timely pay all Taxes of DCI (or such Tax Returns other corporation or entity) required to have been paid thereby (or such other corporation or entity) on or before the Closing Date; and (iii) currently are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is not the beneficiary of any an extension of time within which to file any material Tax Return (other than extensions to file Return. All such Tax Returns obtained were and will be correct and complete in all material respects at the ordinary course)time of filing. All material Taxes of TCFC and its Subsidiaries (whether DCI attributable to all taxable periods ending on or before the Closing Date, to the extent not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld previously paid, have been adequately provided for on the DCI Annual Balance Sheet or Interim Balance Sheet (as appropriate) and paid in connection with amounts paid or owing to DCI will not accrue any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver Tax Liability from the date of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior DCI Annual Balance Sheet, as applicable, up to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable lawClosing Date, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group Tax Liability accrued in the common parent ordinary course of which was TCFCbusiness. Except as set forth in Section 3.1(h) or (b) of the Disclosure Schedule, DCI has any liability for not been notified by the Taxes of any person (other than TCFC Internal Revenue Service or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)taxing authority that any issues have been raised (and are currently pending) in connection with any Tax Return, and no waivers of statutes of limitations have been given with respect to DCI that are still in effect. Except as contested in good faith and disclosed in Section 3.1(h) of the Disclosure Schedule, any deficiencies asserted or assessments (including interest and penalties) made as a transferee result of any examination by the Internal Revenue Service or successorby any other taxing authorities of any Tax Return have been fully paid or are adequately provided for on the DCI Audited Balance Sheet or Interim Balance Sheet (as appropriate) and DCI has not received notification that any proposed additional Taxes have been asserted. DCI (i) has not made an election to be treated as a "consenting corporation" under Section 341(f) of the Code, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2ii) years or otherwise as part of is not a “plan (or series of related transactions)” "personal holding company" within the meaning of Section 355(e) 542 of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” and (within the meaning of Section 355(a)(1)(Aiii) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC not been a United States real property holding corporation within the meaning of Section 897(c)(2897(c) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. TCFC DCI has made available to SHBI (Anot agreed to, nor is it required to, make any adjustment under Section 481(a) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed Code by reason of a change in accounting method or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by otherwise. DCI will not incur a Tax authority within the last three (3) years relating Liability resulting from DCI ceasing to Taxes due from be a member of a consolidated or with respect to the TCFC Group combined group that had previously filed consolidated, combined or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise unitary Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018returns.

Appears in 1 contract

Samples: Alloy Online Inc

Tax Matters. Each of TCFC and its Subsidiaries Seller has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are tax returns that it was required to be filed by itfile, and all such Tax Returns are true, correct, tax returns were correct and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC , and its Subsidiaries all taxes owed by Seller (whether or not shown or required to be shown on any Tax Returnstax return) that are due have been fully or will be paid by their respective due dates to the extent permitted to be paid by the Bankruptcy Court. There are no Liens on any of the assets of Seller that arose in connection with any failure (or alleged failure) to pay any tax (other than Liens for taxes not yet due and timely paidpayable). Each of TCFC and its Subsidiaries Seller has withheld and paid all material Taxes taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries , and Seller has granted any extension or waiver of the limitation period complied with all applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns reporting requirements with respect thereto. Seller has delivered to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true Buyer correct and complete copies of all income tax returns for its three taxable years ending on or before the Closing Date and all correspondence with any private letter ruling requests, closing agreements governmental authority relating thereto. Seller has not waived any statute of limitations in respect of taxes or gain recognition agreements agreed to any extension of time with respect to Taxes requested a tax assessment or executed in the last six (6) yearsdeficiency. Neither TCFC nor any of its Subsidiaries Seller is not a party to or is bound by any Tax sharing, tax allocation or indemnification agreement or arrangement sharing agreement. Seller has not been a member of an affiliated group filing a consolidated federal income tax return (other than such an agreement a group the common parent of which was Seller) and has no liability for the taxes of any entity under Section 1.1502-6 of the Treasury regulations (or arrangement exclusively between any similar provision of state, local or among TCFC and its Subsidiaries)foreign law) as a transferee or successor, by contract, or otherwise. Neither TCFC nor any of its Subsidiaries (a) In the event that Seller has been a member of an affiliated group filing a consolidated federal income Tax Return tax return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign lawSeller), as a transferee any such affiliated group has timely filed all such consolidated federal income tax returns that it was required to file, all such tax returns were correct and complete in all material respects, and all federal income taxes owed by such group (whether or successor, by contract not shown or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2required to be shown on such returns) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued or will be paid by a Tax authority within the last three (3) years relating to Taxes their respective due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018dates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Children S Books & Toys Inc)

Tax Matters. Each of TCFC The Seller and its Subsidiaries has the Subsidiary have duly and filed on a timely filed (including basis all applicable extensions) all material Tax Returns (as hereinafter defined in all jurisdictions in which Tax Returns are SECTION 10.15) and statements required to be filed by itany Governmental Authority with taxing power over them or their assets (the "FILED RETURNS"). Except as otherwise disclosed to the Purchaser in writing, and all such Tax Filed Returns are true, correct, were correct and complete in all material respects. Neither TCFC nor Except as otherwise disclosed to the Purchaser in writing, the Seller and the Subsidiary have paid, or have established adequate reserves for the payment of, all federal income taxes, state and local income taxes, and all franchise, property, sales, employment, or other taxes or levies of any nature, whether federal, state, local or foreign and all related governmental charges and any interest or penalties payable in connection with the payment of any of its Subsidiaries the foregoing (collectively, "TAXES"), required to be paid (whether or not shown on any Filed Return) with respect to the periods covered by the Filed Returns. Neither the Seller nor the Subsidiary currently is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to Return. No claim has been made by an authority in a jurisdiction where either of the Seller or the Subsidiary does not file Tax Returns obtained in the ordinary course)that it is or may be subject to taxation by that jurisdiction. All material Taxes of TCFC and its Subsidiaries (whether or not shown There are no security interests on any Tax Returnsassets of the Seller or the Subsidiary that arose in connection with any failure (or alleged failure) that are due to pay any tax. Except as otherwise disclosed to the Purchaser in writing, with respect to the periods for which returns have not yet been fully filed, the Seller has established and timely paidwill establish adequate reserves, clearly and sufficiently reflected on the Seller's Financial Statements, for the payment of all Taxes. Except as set forth in SCHEDULE 2.14 or as otherwise disclosed to the Purchaser in writing, the Seller has no direct or indirect liability for the payment of any Taxes in excess of amounts paid or reserves established. Each of TCFC the Seller and its Subsidiaries the Subsidiary has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, independent contractor stockholder or other third party. Neither TCFC the Seller nor any director or officer (or employee responsible for Tax matters) of its Subsidiaries either the Seller or the Subsidiary expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any tax liability of any of the Seller or the Subsidiary either (a) claimed or raised by any authority in writing or (b) as to which either the Seller or the Subsidiary and the directors and officers (and employees responsible for Tax matters) of the Seller and the Subsidiary has granted knowledge based upon personal contact with any agent of such authority. Seller has listed on SCHEDULE 2.14 all federal, state, local and foreign income Tax Returns filed with respect to either the Seller or the Subsidiary for taxable periods ended on or after June 30, 1990. SCHEDULE 2.14 indicates those Tax Returns that have been audited, and indicates those Tax Returns that are currently the subject of audit. The Seller and the Subsidiary have delivered to Purchaser correct and complete copies of all federal income Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by either the Seller or the Subsidiary since June 30, 1990. Except as set forth in SCHEDULE 2.14, neither the Seller nor the Subsidiary has waived any statute of limitations in respect to Taxes or agreed to any extension of time with respect to a Tax assessment or waiver deficiency. Neither the Seller nor the Subsidiary has filed a consent under Code ss.341(f) concerning collapsible corporations. Neither the Seller nor the Subsidiary has made any payments, is obligated to make any payments or is a party to any agreement that under certain circumstances could obligate either the Seller or the Subsidiary to make any payments that will not be deductible under Code ss.280(G). Neither the Seller nor the Subsidiary has been a United States real property holding corporation within the meaning of Code ss.897(c)(2) during the applicable period specified in Code ss.897(c)(1)(A)(ii). Except as set forth in SCHEDULE 2.14, neither the Seller nor the Subsidiary is a party to any Tax allocation or sharing agreement. Except as otherwise disclosed to the Purchaser in writing, each of the limitation period applicable to any material Tax that remains in effect. The Seller and the Subsidiary has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by federal income Tax within the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expiredmeaning of Code ss.6662. Neither TCFC the Seller nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries Subsidiary (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group group, the common parent of which was TCFCa Seller) or (b) has any liability for the Taxes of any person (other than TCFC either of the Seller or any of its Subsidiariesthe Subsidiary) under Treasury Regulation Section 1.1502Reg. ss.1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successorsuccessor by contract, by contract or otherwise. Neither TCFC the Seller nor the Subsidiary has filed any of its Subsidiaries has been, within the past two Forms 1139 (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify Application for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(bTentative Refund). At no time during No sales, use, income, franchise or other transfer tax of type whatsoever is required to be paid by the past five (5) years has TCFC been a United States real property holding corporation within Purchaser or the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or Seller with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf transfer of the TCFC Group that have been examined by any Tax authority since January 1, 2018Stock provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (York Group Inc \De\)

Tax Matters. Each of TCFC and its Subsidiaries Seller has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are that it was required to be filed by itfile, and all such Tax Returns are true, correct, were correct and complete in all material respectsrespects and all Taxes owed by Seller (whether or not shown on any Tax Return) have been paid, except as to the unpaid or disputed Taxes described on Schedule 2.19, which Seller will pay in full at Closing. Neither TCFC nor The Seller has not been included in any consolidated, unitary, or combined Tax Return provided for under the laws of its Subsidiaries the United States, any non-US Jurisdiction, or any state or locality with respect to Taxes for any period for which the statute of limitations has not expired. Seller is currently not the beneficiary of any extension of time within which to file any material income Tax Return (other than extensions to file Tax Returns obtained in the ordinary course)Return. All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries The Seller has withheld and paid or will withhold and pay all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, independent contractor stockholder or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Neither TCFC nor There is no dispute or claim concerning any Tax Liability of its Subsidiaries has granted Seller either claimed or raised by any extension authority except with regard to the unpaid or waiver of the limitation period applicable disputed Taxes described on Schedule 2.19, which Seller will pay in full at Closing. No audits or other administrative Proceedings or court Proceedings are presently pending with regard to any material Tax that remains in effect. The federal income Taxes or Tax Returns of TCFC and its Subsidiaries Seller. No taxing authority is now asserting any deficiency or claim for all years prior Taxes or any adjustment to and including 2019 have been examined by the IRS or are Tax Returns Taxes with respect to which the applicable period for assessment under applicable lawSeller may be liable, after giving except such as have been fully paid or finally settled. No written claim has ever been made by any taxing authority in a jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction. There are no tax-sharing, allocation, indemnification, or similar agreements in effect to extensions between Seller, or waiversany predecessor or Affiliate, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxeson one hand, and there are no threatened in writing or pending disputesany other party (including any Seller Party), claimson the other, audits, examinations under which Buyer could become liable for any Taxes or other proceedings regarding claims of any material party. The Seller has not granted (and are not subject to) any waiver or extension that is currently in effect of the period of limitations for the assessment, collection or payment of any Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies filing of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Return.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chefs' Warehouse, Inc.)

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Tax Matters. Each of TCFC Except as set forth in the Parent Disclosure Letter, Parent, (a) has timely paid all Taxes required to be paid by it through the date hereof and its Subsidiaries (b) has duly and filed or caused to be filed in a timely filed manner (including all within any applicable extensionsextension periods) all material Tax Returns with appropriate Governmental Entities in all jurisdictions in which the Tax Returns are required to be filed by itfiled, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of complete. Parent is not, nor has it ever been, included in any private letter ruling requestsconsolidated or combined Tax return for Federal, closing agreements state or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to local Tax purposes or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been it a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e1504 of the Code. All Taxes, including those shown to be due on each of the Tax Returns, have been timely paid in full. Except as set forth in the Parent Disclosure Letter, no Tax liens exist or have been filed and Parent has not been notified by the Internal Revenue Service or any other taxing authority that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Return, and no waivers of statutes of limitation have been given or requested with respect to Parent. There are no pending Tax audits of any Tax Returns. No unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against Parent or any member of any affiliated or combined group of which Parent was or is a member. Parent has made full and adequate provision (i) on the Latest Parent Balance Sheet for all Taxes payable by it for all periods prior to the date thereof, and (ii) on its books for all Taxes payable by it for all periods beginning on or after such date. Parent has not incurred any Tax Liability since the Latest Parent Balance Sheet Date, except for Taxes incurred in the ordinary course of business. No claim has ever been made by any Taxing authority in a jurisdiction in which Parent does not file Tax Returns that the Company is or may be subject to taxation in that jurisdiction. Parent has not made an election to be treated as a "consenting corporation" under Section 341(f) of the Code of which the Merger and Parent is also a partnot, nor has it ever been, a “distributing corporation” or a “controlled corporation” ("personal holding company" within the meaning of Section 355(a)(1)(A542 of the Code. Parent and each of its predecessors have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has withheld and paid over all amounts required by Law to be withheld and paid from the wages or salaries of employees, and Parent is not liable for any Taxes for failure to comply with such Laws. Parent neither is nor has it ever been a party to any Tax sharing agreement. Parent has not agreed to nor is it required to make any adjustments pursuant to Section 481 of the Code, and the Internal Revenue Service has not proposed any such adjustments or changes in Parent's accounting method. There is no Contract covering any Person that individually or collectively could, as a result of the transactions contemplated hereby, or otherwise, give rise to the payment of any amount being non-deductible by Parent by reason of Section 280(G) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (BMJ Medical Management Inc)

Tax Matters. Each of TCFC (a) After the Closing, the Company shall prepare and its Subsidiaries has duly file, or cause to be prepared and timely filed (including filed, all applicable extensions) all material Tax Returns in all jurisdictions in which for the Company and each Subsidiary not previously filed. All such Tax Returns are required that may relate to potential Pre-Closing Tax Liabilities shall be prepared and filed by itin a manner consistent with prior practice, except as required, in the reasonable judgment of Purchaser, to cause such Tax Returns to comply with applicable Tax Law and avoid the imposition of any penalty, and except as required by a change in Tax Law or a change in the interpretation of substantial authority previously relied upon by Company or a Subsidiary. The Company shall deliver all such Tax Returns are truethat may relate to potential Pre-Closing Tax Liabilities to the Class A Holder not less than thirty (30) days prior to the due date, correctwith any extensions, therefor for the Class A Holder’s review and complete in all material respectscomment. Neither TCFC nor The Class A Holder shall provide the Company with any such comments within fifteen (15) days following delivery of the Tax Returns to the Class A Holder. The Company shall consider any of its Subsidiaries is the beneficiary of any extension of time within which Class A Holder’s comments in good faith and the parties shall work together to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid finalize all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which Pre-Closing Tax Periods in a manner acceptable to both parties. If the applicable period for assessment under applicable lawCompany and the Class A Holder are unable to resolve any dispute regarding the filing of a Tax Return that relates to a Pre-Closing Tax Liability, after giving effect the Parties shall retain an independent accounting firm acceptable to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesboth parties, and there are no threatened in writing whose fees shall be borne equally by both parties, to determine the most appropriate manner to complete and file such Tax Return, and any such Tax Return shall be prepared or pending disputesrevised to reflect the determination of the independent accountants. Unless required by Law, claimsPurchaser will not amend or refile, auditsand will cause the Company and each Subsidiary not to amend or refile, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) Company or any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect Subsidiary prior to the TCFC Group Closing Date without the Class A Holder’s consent, which consent will not be unreasonably withheld. Purchaser shall procure that any written information received by Purchaser, the Company or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by Subsidiary from any Tax authority since January 1Authority or any of their respective employees in relation to the matters set forth on Schedule P or Schedule Q, 2018including copies of notices, claims and correspondence, is promptly provided to the Class A Holder.

Appears in 1 contract

Samples: Share Purchase Agreement (Sunpower Corp)

Tax Matters. Each of TCFC Cingular Sub has timely and its Subsidiaries has duly and timely properly filed (including all applicable extensionstaking into account extensions of time to file validly requested) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itit through the date hereof, and all such Tax Returns are true, correct, complete and complete correct in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which Cingular Sub has paid or caused to file any material be paid all Taxes shown as due and owing by it on such Tax Return (other than extensions to file Tax Returns obtained in the ordinary course)Returns. All material Taxes of TCFC and its Subsidiaries (whether which Cingular Sub was or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes is required to withhold or collect have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC collected and its Subsidiaries for all years prior to and including 2019 have been examined by paid over to the proper governmental authorities. Since the Formation Date, neither Cingular nor Cingular Sub has received notice of any audit or of any proposed deficiencies from the IRS or any other taxing authority relating to Cingular Sub (other than routine audits undertaken in the ordinary course and which have been resolved on or prior to the date hereof. There are Tax Returns in effect no waivers of applicable statutes of limitations with respect to which the applicable period any Taxes owed by Cingular Sub for assessment under applicable law, after giving effect to extensions or waivers, has expiredany year. Neither TCFC the IRS nor any other taxing CINGULAR WIRELESS LLC EXHIBITS - Interest Purchase Agreement by and among T-Mobile USA, Inc., Omnipoint Communications, Inc., Cingular Wireless LLC and SBC Wireless LLC dated as of its Subsidiaries May 24, 2004. EXHIBIT 10.66 authority has received written notice of assessment asserted in writing or, to SBCW's or proposed assessment Cingular's Knowledge, threatened to assert against Cingular Sub any deficiency or claim for additional Taxes or interest thereon or penalties in connection with any material amount of Taxes, and there are therewith. Cingular Sub has no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC Person, including as a transferee or any of its Subsidiaries) successor entity or under Treasury Regulation Section 1.1502-6 (6. Cingular Sub is not a party to any Tax allocation or any similar provision of state, local or foreign law), sharing arrangement. Cingular Sub is and at all times since the Formation Date has been properly classified as a transferee or successordisregarded entity for federal income tax purposes. Since the Formation Date, no claim has been made by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) an authority in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income jurisdiction where Cingular Sub does not file Tax Returns filed that it is or may be subject to taxation by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.jurisdiction

Appears in 1 contract

Samples: Interest Purchase Agreement (Cingular Wireless LLC)

Tax Matters. Each All payments hereunder are subject to withholding of TCFC Federal, State, Local and its Subsidiaries has duly and timely filed employment taxes. CareFusion makes no representation as to the Federal, State or Local tax treatment of any payments promised herein. You are solely responsible for any income taxes, excise taxes or other taxes arising from any payments made to You or others on your behalf (including offsets) and CareFusion will not reimburse You for such taxes nor “gross up” any payments so as to produce any particular result for you net of taxes. CareFusion may withhold amounts for Federal, State and Local taxes as required by applicable law. CareFusion will report all applicable extensions) all material Tax Returns payments hereunder to the proper tax authorities in all jurisdictions in which Tax Returns are required accordance with its determination as to be filed by itits reporting obligation, and all no such Tax Returns are true, correct, and complete determination made in all material respectsgood faith shall give rise to any liability to You. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or In signing this Agreement You affirm that You have not shown relied on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined representations made by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or CareFusion with respect to the TCFC Group taxation of any payments. For purposes of Section 409A, each installment payment under the Agreement shall be treated as a separate payment. “Separation Date” or its incomewords of similar import as used in this Agreement mean, assets or operations. for purposes of any payments to be made under this Agreement that are payments of “deferred compensation” subject to Section 5.03(p) 409A, your “separation from service” which for purposes of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf this Agreement shall mean a reasonably anticipated reduction of the TCFC Group level of bona fide services to a level that is less than 50% of the average level of services You provided in the immediately preceding 36 months. To the extent that any portion of the Severance Benefits constitutes deferred compensation subject to Section 409A, some portion of the amount payable may have been examined by any Tax authority since January 1, 2018to be delayed and paid on the first business day that is at least six months after your Separation Date. The Company will separately notify you if this restriction is applicable to your Severance Benefits.

Appears in 1 contract

Samples: Release Agreement (CareFusion Corp)

Tax Matters. Each (a) Except as set forth in Section 3.14 of TCFC the Target Disclosure Schedule, Target and each of its Subsidiaries has duly subsidiaries have properly prepared (or caused to be prepared) and timely filed (including all applicable extensionsor caused to be filed) all material Tax Returns federal, state, local and foreign tax returns required to be filed by them through the date hereof with the appropriate taxing authorities in all jurisdictions in which Tax Returns such tax returns are required to be filed by it(after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns tax returns are true, correct, and complete in all material respects. Neither TCFC nor any Except as set forth in Section 3.14 of the Target Disclosure Schedule, Target and each of its Subsidiaries is subsidiaries have paid or caused to be paid all federal, state, local, foreign and other taxes, including without limitation income taxes, estimated taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll-related taxes, withholding taxes, stamp taxes, transfer taxes, property taxes, customs and duties, whether or not measured in whole or in part by net income (collectively, "TAXES"), that are due, or claimed or asserted by any taxing authority to be due, through the beneficiary date hereof. Except as set forth in Section 3.14 of any extension the Target Disclosure Schedule, the amount of time within which Target's and each of its subsidiaries' liability for unpaid Taxes for all periods ending on or before December 31, 2001, does not exceed the amount of the current liability accruals for Taxes (excluding the reserves for deferred Taxes established to file any material Tax Return reflect timing differences between book and tax income) reflected on the Most Recent Balance Sheet, and, except as set forth in Section 3.14 of the Target Disclosure Schedule, the amount of Target's and each of its subsidiaries' liability for unpaid Taxes for all periods ending on or before the Closing Date shall not, in the aggregate, exceed the amount of the current liability accruals for Taxes (other than extensions excluding reserves for deferred Taxes established to file Tax Returns obtained reflect timing differences between book and tax income) as such accruals are reflected on the Most Recent Balance Sheet, as adjusted for operations and transactions in the ordinary coursecourse of business of Target and each of its subsidiaries since the date of the Most Recent Balance Sheet in accordance with past custom and practice (assuming Acquiror does not make an election under Section 338(g) of the Code with respect to the acquisition of Target). All material Taxes and other assessments and levies which Target and each of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that subsidiaries are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to withhold or collect have been withheld and paid in connection with amounts paid or owing to any employeecollected and, creditor, stockholder, independent contractor except for Taxes or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC assessments not yet due and its Subsidiaries for all years prior to and including 2019 payable, have been examined by paid over to the IRS proper governmental authorities. Acquiror (or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (aadvisors) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, furnished by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true Target complete and correct copies of the U.S. all filed federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by tax returns for Target for the periods ending on or on behalf of the TCFC Group that have been examined by any Tax authority since January 1after December 31, 20181997.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Planar Systems Inc)

Tax Matters. Each of TCFC (a) Except as set forth on the attached "Taxes Schedule": the -------------- Company, each Subsidiary and its Subsidiaries has duly and timely each Affiliated Group have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects. Neither TCFC nor any of its Subsidiaries is ; the beneficiary of any extension of time within which to file any Company, each Subsidiary and each Affiliated Group in all material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material respects have paid all Taxes of TCFC due and its Subsidiaries owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither the Company, any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries has granted any extension or waiver if their current tax year were treated as ending on the date of the limitation period applicable Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax that remains in effect. The Returns have been filed by the Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of TCFC the Company and its Subsidiaries have been audited and closed for all tax years prior through 1998; to and including 2019 have been examined by the IRS best of the Company's knowledge, no foreign, federal, state or local tax audits or administrative or judicial proceedings are Tax Returns pending or being conducted with respect to which the applicable period for assessment under applicable lawCompany, after giving effect any Subsidiary or any Affiliated Group; no information related to extensions Tax matters has been requested by any foreign, federal, state or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received local taxing authority; no written notice of assessment indicating an intent to open an audit or proposed assessment in connection with other review has been received by the Company from any material amount of Taxesforeign, federal, state or local taxing authority; and there are no threatened in writing material unresolved questions or pending disputesclaims concerning the Company's, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC Subsidiary's or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Affiliated Group Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018liability.

Appears in 1 contract

Samples: Purchase Agreement (GTCR Golder Rauner LLC)

Tax Matters. Each of TCFC (i) Except as set forth on the attached "Taxes Schedule": the Company and its Subsidiaries has duly and timely each Subsidiary have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct and have been prepared in compliance with all material respects. Neither TCFC nor any of its Subsidiaries is applicable laws and regulations; the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Company and each Subsidiary have paid all Taxes of TCFC due and its Subsidiaries owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that are due and have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither the Company nor any Subsidiary has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries has granted any extension or waiver if their current tax year were treated as ending on the date of the limitation period applicable Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax that remains in effect. The Returns have been filed by the Company and each Subsidiary is not expected to exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of TCFC the Company and its Subsidiaries have been audited and/or closed for all tax years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable lawthrough 1992; no foreign, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, state or local and foreign income Tax Returns filed by tax audits or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from administrative or judicial proceedings are pending or being conducted with respect to the TCFC Group Company or its incomeany Subsidiary, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise no information related to material Tax Returns filed by or on behalf of the TCFC Group that have matters has been examined requested by any Tax foreign, federal, state or local taxing authority since January 1and no written notice indicating an intent to open an audit or other review has been received by the Company from any foreign, 2018federal, state or local taxing authority.

Appears in 1 contract

Samples: Purchase Agreement (Esquire Communications LTD)

Tax Matters. Each Except as set forth on Schedule 4.8 of TCFC the Disclosure Letter, Holding and its Subsidiaries has duly the Company (a) have paid, or adequately reserved for on the Closing Balance Sheet in accordance with GAAP, all Taxes required to be paid by them through the date hereof and (b) have filed or caused to be filed in a timely filed manner (including all within any applicable extensionsextension periods) all material Tax Returns due through the date hereof (and will file or cause to be filed prior to the Closing Date all Tax Returns due through the Closing Date) with appropriate Governmental Entities in all jurisdictions in which the Tax Returns are required to be filed by itfiled, and all such Tax Returns are true, correct, true and complete in all material respectsrespects and Holding or the Company has timely paid, or will timely pay if due before the Closing Date, in full all Taxes shown thereon as being due. Neither TCFC Other than as set forth on Schedule 4.8 of the Disclosure Letter, neither Holding nor the Company is, nor has any of its Subsidiaries is the beneficiary of them ever been, included in any extension of time within which to file any material consolidated or combined Tax Return (other than extensions to file for Federal, state or local Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to purposes or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e1504 of the Code. Except as set forth on Schedule 4.8 of the Disclosure Letter, no Tax liens (other than Permitted Encumbrances) have been filed which are currently in effect and neither Holding nor the Company has been notified by the Internal Revenue Service or any other taxing authority that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Return, and no waivers of statutes of limitation have been given or requested which are currently in effect with respect to Holding or the Company. Except as set forth on Schedule 4.8 of the Disclosure Letter, there are no pending Tax audits of any Tax Returns. No unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against Holding, the Company or any member of any affiliated or combined group of which Holding or the Company was or is a member. Holding has made full and adequate provision (i) on the Latest Balance Sheet for all Taxes payable by it or the Company for all periods prior to the date thereof, and (ii) on its books for all Taxes payable by it for all periods beginning on or after such date. Neither Holding nor the Company has incurred any Tax Liability since the Latest Balance Sheet Date, except for Taxes incurred in the ordinary course of business. Neither Holding nor the Company has made an election to be treated as a "consenting corporation" under Section 341(f) of the Code of which and since June 15, 1993 neither Holding nor the Merger is also Company has been a part, a “distributing corporation” or a “controlled corporation” ("personal holding company" within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 542 of the Code. Holding, the Company and each of their respective predecessors have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have withheld and paid over all amounts required by Law to be withheld and paid from the wages or salaries of employees, and neither Holding nor the Company is liable for any Taxes for failure to comply with such Laws. Neither TCFC Holding nor the Company is a party to any Tax sharing agreement. Holding has not agreed to nor is it required to make any adjustments pursuant to Section 481 of its Subsidiaries the Code for any period ending on or after the Closing Date and the Internal Revenue Service has participated not proposed any such adjustments or changes in Holding's accounting method. Except as set forth on Schedule 4.8 of the Disclosure Letter, there is no Contract covering any Person that individually or collectively could, as a “reportable transaction” result of the transactions contemplated hereby or “listed transaction” within by reason of the meaning prior acquisition of Treasury Regulation Section 1.6011the Company consummated in 1996, give rise to the payment of any amount being non-4(b). At no time during deductible by Holding or the past five (5) years has TCFC been a United States real property holding corporation within the meaning Company by reason of Section 897(c)(2) 280G of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 1 contract

Samples: Stock Purchase Agreement (Berry Plastics Corp)

Tax Matters. Each of TCFC and its Subsidiaries There has been duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed proper form by or on behalf of the TCFC Group for each Seller, or a filing extension from the appropriate Governmental Authorities has been obtained with respect to, all Tax Returns required to be filed by applicable Legal Requirement on or prior to the date of this Agreement. All assessments, Taxes, fees or other charges imposed on the Seller or any of its properties, or on any of its Shareholders pursuant to the Seller's "S" corporation election, in respect of the three most recent fiscal years for which periods covered by such returns Tax Returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from paid or adequate reserves have been provided for with respect to the TCFC Group payment of all Taxes (whether or not disputed) payable in respect of periods through the date of this Agreement and all prior periods and all Tax Liabilities arising out of transactions entered into or states of fact existing prior to the date of this Agreement. There is no unpaid interest, penalty or addition to any Tax due or claimed due from the Seller, or from any of its incomeShareholders pursuant to the Seller's "S" corporation election, assets or operationsany Tax deficiency, determination or assessment outstanding against the Seller or against any of its Shareholders pursuant to the Seller's "S" corporation election. Section 5.03(p) No audit of TCFC’s Disclosure Schedule sets forth any income Tax Return of the Seller is pending or, to the best knowledge of the Seller and the Shareholders, has been threatened, and the Seller has not waived any statute of limitations relating to the assessment or franchise payment of Taxes, which waiver has not yet expired. All Tax Returns filed Returns, or extensions thereof required to be filed, and all Taxes required to be paid, prior to the Closing by or on behalf of the TCFC Group that Seller and by the Shareholders with respect to the Seller will have been examined so filed or paid prior to the Closing. The Seller and the Shareholders will pay all Taxes attributable to Seller's business through the Closing Date, including all Taxes attributable to the transactions contemplated by any this Agreement, on or before the due date of such Tax authority since January 1, 2018Returns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rentx Industries Inc)

Tax Matters. Each of TCFC MDO and its the MDO Subsidiaries has duly have filed, to the extent required by applicable Law, on a timely basis (within the time and timely filed (including all manner required by applicable extensionsLaw) all material federal and state income Tax Returns in all jurisdictions in which and election forms and the Tax Returns are of any other jurisdiction required to be filed by it, and all such Tax Returns are true, correct, returns and complete forms have been completed accurately and correctly in all material respects. Neither TCFC nor any As of its the Closing Date, each of MDO and the MDO Subsidiaries is will have paid all Taxes for all previous years and all required quarterly instalments due for the beneficiary current fiscal year have been paid for which Tax Returns are not yet required to be filed. As of any the Closing Date, each of MDO and the MDO Subsidiaries will have provided adequate reserves for all Taxes not yet due and payable and that relate to periods ended on or prior to the Closing Date and such reserves are reflected in the Financial Statements. There are no agreements, waivers or other arrangements providing for an extension of time within which with respect to file the filing of any material Tax Return by, or payment of any Taxes, governmental charge or deficiency by MDO or any of the MDO Subsidiaries, nor are there any actions, suits, proceedings, investigations or claims now threatened or pending against MDO or any of the MDO Subsidiaries by any Governmental Authority in respect of, or discussions under way with any Governmental Authority relating to, any such Taxes or governmental charge or deficiency. None of MDO or any of the MDO Subsidiaries has (i) acquired or had the use of any property from a Person with whom it was not dealing at arms’ length other than extensions at fair market value; and (ii) disposed of any property to file a Person with whom it was not dealing at arm’s length for proceeds less than the fair market value thereof. There are no disputes pending, or Claims asserted or, to the knowledge of Goldcorp, threatened for Taxes owing by MDO or any of the MDO Subsidiaries and no notices of assessment or reassessment for which an amount of Tax Returns obtained is owing is currently outstanding. No Government Authority has notified MDO or any of the MDO Subsidiaries that an examination of a Tax Return of MDO or any of the MDO Subsidiaries is currently in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidprogress. Each of TCFC MDO and its the MDO Subsidiaries has withheld and paid collected all material Taxes amounts required by applicable Law to be withheld or collected by it on account of Taxes. Each of MDO and the MDO Subsidiaries have been withheld and paid in connection with remitted all such amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period appropriate Governmental Authority within the time prescribed under applicable to any material Tax that remains in effectLaw. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior representations made in this Section 4.22 are subject to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has disclosure made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Goldcorp Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Letter.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Kinross Gold Corp)

Tax Matters. Each a. HRCK and each of TCFC and its Subsidiaries (1) has duly filed all non- consolidated and non-combined Tax Returns and all consolidated or combined Tax Returns that include only HRCK and/or its Subsidiaries and not Seller or its other Affiliates (for the purposes of this Section 6.19, such tax returns shall be considered non-consolidated and non-combined Tax Returns) required to be filed through the date hereof and has paid any Tax due through the date hereof with respect to the time periods covered by such non-consolidated and non-combined Tax Returns and shall timely pay any such Taxes required to be paid by it after the date hereof with respect to such Tax Returns and (2) shall prepare and timely file all such non-consolidated and non- combined Tax Returns required to be filed after the date hereof and through the Closing Date and pay all Taxes required to be paid by it with respect to the periods covered by such Tax Returns; (B) all such Tax Returns filed pursuant to clause (A) after the date hereof shall, in each case, be prepared and filed in a manner consistent in all material respects (including all applicable extensionselections and, accounting methods and conventions) all material with such Tax Return most recently filed in the relevant jurisdiction prior to the date hereof, except as otherwise required by law or regulation. Any such Tax Return filed or required to be filed after the date hereof shall not reflect, any new elections or the adoption of any new accounting methods or conventions or other similar items, except to the extent such particular reflection or adoption is required to comply with any law or regulation. b. All consolidated or combined Tax Returns (except those described in all jurisdictions in which Tax Returns are subparagraph (a) above) required to be filed by itany person through the date hereof that are required or permitted to include the income, or reflect the activities, operations and all such Tax Returns are truetransactions, correct, and complete in all material respects. Neither TCFC nor of HRCK or any of its Subsidiaries is for any taxable period have been timely filed, and the beneficiary income, activities, operations and transactions of HRCK and Subsidiaries have been properly included and reflected thereon. HRCK shall prepare and file, or cause to be prepared and filed, all such consolidated or combined Tax Returns that are required or permitted to include the income, or reflect the activities, operations and transactions, of HRCK or any extension Subsidiary, with respect to any taxable yea or the portion thereof ending on or prior to the Closing Date, including, without limitation, HRCK's consolidated federal income tax return for such taxable years. HRCK will timely file a consolidated federal income tax return for the taxable year ended December 31, 2000 and such return shall include and reflect the income, activities, operations and transactions of time within which HRCK and Subsidiaries for the taxable period then ended, and hereby expressly covenants and agrees to file a consolidated federal income tax return, and to include and reflect thereon the income, activities, operations and transactions of HRCK and Subsidiaries for the taxable period through the Closing Date. All Tax Returns filed pursuant to this subparagraph (b) after the date hereof shall, in each case, to the extent that such Tax Returns specifically relate to HRCK or any of its Subsidiaries and do not generally relate to matters affecting other members of HRCK's consolidated group, be prepared and filed in a manner consistent in all material respects (including elections and accounting methods and conventions) with the Tax Return (other than extensions to file Tax Returns obtained most recently filed in the ordinary course)relevant jurisdictions prior to the date hereof, except as otherwise required by law or regulation. All material HRCK has paid or will pay all Taxes of TCFC and its Subsidiaries (whether that may now or not shown on any hereafter be due with respect to the taxable periods covered by such consolidated or combined Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. c. Neither TCFC HRCK nor any of its Subsidiaries has granted agreed, or is required, to make any extension or waiver adjustment (x) under Section 481(a) of the limitation period applicable Code by reason of a change in accounting method or otherwise or (y) pursuant to any material provision of the Tax that remains in effectReform Act of 1986, the Revenue Act of 1987 or the Technical and Miscellaneous Revenue Act of 1988. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. d. Neither TCFC HRCK nor any of its Subsidiaries or any predecessor or Affiliate of the foregoing has, at any time, filed a consent under Section 341(f)(1) of the Code, or agreed under Section 341(f)(3) of the Code, to have the provisions of Section 341(f)(2) of the Code apply to any sale of its stock. e. There is no (nor has received written notice there been any request for an) agreement, waiver or consent providing for an extension of time with respect to the assessment of any Taxes attributable to HRCK or proposed its Subsidiaries, or their assets or operations and no power of attorney granted by HRCK or any of its Subsidiaries with respect to any Tax matter is currently in force. f. There is no action, suit, proceeding, investigation, audit, claim, demand, deficiency or additional assessment in connection Exotics, pending or threatened against or with respect to any material amount of TaxesTax attributable to HRCK, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or their assets or operations. g. All amounts required to be withheld as of the assets Closing Date for Taxes or otherwise have been withheld and paid when due to the appropriate agency or authority. h. No property of TCFC HRCK is "tax-exempt use property" within the meaning of Section 168(h) of the Code nor property that HRCK and/or its Subsidiaries will be required to treat as being owned by another person pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and its Subsidiariesin effect immediately prior to the enactment of the Tax Reform Act of 1986. TCFC has i. There have been delivered or made available to SHBI Exotics true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign all income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to consolidated or combined returns, the TCFC Group portion thereof) and any other Tax Returns requested by Exotics as may be relevant to HRCK, its Subsidiaries, or their assets or operations for any and all periods ending after December 31, 1999, or for any Tax years which are subject to audit or investigation by any taxing authority or entity. j. There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of HRCK or its incomeSubsidiaries that, assets individually or operations. collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income 280G or franchise Tax Returns filed by or on behalf 162 of the TCFC Group that have been examined by any Tax authority since January 1, 2018Code.

Appears in 1 contract

Samples: Share Exchange Agreement (Exotics Com Inc)

Tax Matters. Each (a) Ewinx xxx each of TCFC and its Subsidiaries has duly and timely have in accordance with all Applicable Laws filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itfiled, and have paid, or made adequate provision for the payment of, all such Taxes which have or may become due and payable pursuant to said Tax Returns and all other governmental charges and assessments received to date and which are true, correct, now due and complete payable other than those Taxes being contested in good faith for which adequate provision has been made on the most recent balance sheet forming a part of the Ewinx Xxxancial Statements. The Tax Returns of Ewinx xxx its Subsidiaries have been prepared in all material respectsrespects in accordance with all Applicable Laws. All Taxes which Ewinx xxx its Subsidiaries are required by law to withhold and collect have been duly withheld and collected, and have been paid over, in a timely manner, to the proper Authorities to the extent due and payable. Neither TCFC nor Ewinx xxx any of its Subsidiaries has executed any waiver to extend, or otherwise taken or failed to take any action that would have the effect of extending, the applicable statute of limitations respect of any Tax liabilities of Ewinx xx its Subsidiaries for the fiscal years prior to and including the most recent fiscal year. Adequate provision has been made on the most recent balance sheet forming a part of the Ewinx Xxxancial Statements for all Taxes accrued through the date of such balance sheet of any kind, including interest and penalties in respect thereof, whether disputed or not, and whether past, current or deferred, accrued or unaccrued, fixed, contingent, absolute or otherwise, and there are, to such Ewinx Xxxreholder's knowledge, no past transactions or matters which are reasonably likely to result in additional Taxes of a material nature to Ewinx xxx which an adequate reserve has not been provided on such balance sheet. Niether Ewinx xxx any of its Subsidiaries is a "consenting corporation" within the beneficiary meaning of Section 341(f) of the Code. To such Ewinx Xxxreholder's knowledge, Ewinx xxx its Subsidiaries have at all times been taxable as Subchapter C corporations under the Code, and have never been members of any extension consolidated group for Tax purposes, except as otherwise set forth in Section 4.4(a) of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partyEwinx Disclosure Schedule. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor Ewinx xxx any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification tax sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018arrangement.

Appears in 1 contract

Samples: Share Purchase Agreement (Intrepid Capital Corp)

Tax Matters. Each of TCFC Except as disclosed on Schedule 2.13, all Tax and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Information Returns in all jurisdictions in which Tax Returns are required to be filed in respect of the Business by it, Seller on or before the Closing Date have been or shall be timely filed and all Taxes which are due or which may be claimed to be due have been or shall be paid. All Taxes of Seller attributable to periods ending on or before the Closing Date which are not yet due have been adequately provided for. As of the time of filing, such Tax Returns correctly reflected (and, as to any Tax Returns not filed as of the date hereof, will correctly reflect) the material facts regarding the income, Business, Assets, operations, activities and status of Seller. There are trueno Tax Liens upon any Assets except for Liens for current Taxes not yet due and payable. All amounts required to be withheld by Seller from employees of the Business for income Taxes, correctsocial security and all other payroll Taxes have been collected and withheld, and complete either paid to the respective Governmental Bodies, set aside in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether accounts for such purpose, or not shown on any Tax Returns) that are due have been fully or will be accrued, reserved against and timely paidentered upon the books and records of Seller. Each Except for sales Taxes which result from the consummation of TCFC the Contemplated Transactions, Seller has collected and its Subsidiaries has withheld remitted to the appropriate Tax Authority all sales and paid all material use or similar Taxes required to have been withheld collected on or prior to the Closing Date and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries been furnished properly completed exemption certificates for all years prior to exempt transactions. Seller has maintained all records, supporting documents and including 2019 have been examined by the IRS or are Tax Returns exemption certificates with respect to which the applicable period for assessment under applicable sales Taxes required by law, after giving effect to extensions or waivers, has expired. Neither TCFC Seller nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries Partner is a party to or is bound has received any notice with respect to any proposed or pending examination, investigation, audit, action or Claim by any Tax sharingAuthority relating to Taxes in respect of the Business, allocation nor is party to any dispute or indemnification agreement threatened dispute with respect thereto and no Claim for assessment or arrangement collection of Taxes has been made upon Seller, General Partner or any Partner. Schedule 2.13 includes a description of all such examinations, investigations, audits, actions or Claims relating to the Business since the inception of Seller. Seller is not a "foreign person" within the meaning of section 1445 of the Code and, prior to the Closing, Seller will furnish Buyer with an affidavit that satisfies the requirements of section 1445 (other than such an agreement or arrangement exclusively between or among TCFC b) (2) of the Code. Seller is not and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has never been a member of an affiliated or included in any consolidated, combined or unitary group for purposes of filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) Returns or (b) paying Taxes at any time. Seller has any liability no Liability for the Taxes of any other person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section section 1.1502-6 (or any similar provision of state, local state or foreign law), or as a transferee of such person, or successorunder any other provision of Law or Tax sharing, by contract Tax indemnity or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018similar Contract.

Appears in 1 contract

Samples: Asset Purchase Agreement (Premier Parks Inc)

Tax Matters. Each a. INFO and each of TCFC and its Subsidiaries (1) (except with respect to its 1999 tax return, as to which an extension has duly been or may be appropriately filed) has filed all nonconsolidated and noncombined Tax Returns and all consolidated or combined Tax Returns that include only INFO and/or its Subsidiaries and not DABV or its other Affiliates (for the purposes of this Section 5.19, such tax Returns shall be considered non-consolidated and non-combined Tax Returns) required to be filed through the date hereof and has paid any Tax due through the date hereof with respect to the time periods covered by such non-consolidated and non-combined Tax Returns and shall timely pay any such Taxes required to be paid by it after the date hereof with respect to such Tax Returns and (2) shall prepare and timely file all such non-consolidated and non-combined Tax Returns required to be filed after the date hereof and through the Closing Date and pay all Taxes required to be paid by it with respect to the periods covered by such Tax Returns; (B) all such Tax Returns filed pursuant to clause (A) after the date hereof shall, in each case, be prepared and filed in a manner consistent in all material respects (including all applicable extensionselections and accounting methods and conventions) all material with such Tax Return most recently filed in the relevant jurisdiction prior to the date hereof, except as otherwise required by law or regulation. Any such Tax Return filed or required to be filed after the date hereof shall not reflect any new elections or the adoption of any new accounting methods or conventions or other similar items, except to the extent such particular reflection or adoption is required to comply with any law or regulation. b. All consolidated or combined Tax Returns (except those described in all jurisdictions in which Tax Returns are subparagraph (a) above) required to be filed by itany person through the date hereof that are required or permitted to include the income, or reflect the activities, operations and transactions, of INFO or any of its Subsidiaries for any taxable period have been timely filed, and the income, activities, operations and transactions of INFO and Subsidiaries have been properly included and reflected thereon. INFO shall prepare and file, or cause to be prepared and filed, all such consolidated or combined Tax Returns that are required or permitted to include the income, or reflect the activities, operations and transactions, of INFO or any Subsidiary, with respect to any taxable year or the portion thereof ending on or prior to the Closing Date, including, without limitation, INFO's consolidated federal income tax return for such taxable years. INFO will timely file a consolidated federal income tax return for the taxable year ended December 31, 1999 and such return shall include and reflect the income, activities, operations and transactions of INFO and Subsidiaries for the taxable period then ended, and hereby expressly covenants and agrees to file a consolidated federal income tax return, and to include and reflect thereon the income, activities, operations and transactions of INFO and Subsidiaries for the taxable period through the Closing Date. All Tax Returns filed pursuant to this subparagraph (b) after the date hereof shall, in each case, to the extent that such Tax Returns are truespecifically relate to INFO or any of its Subsidiaries and do not generally relate to matters affecting other members of INFO's consolidated group, correct, be prepared and complete filed in a manner consistent in all material respectsrespects (including elections and accounting methods and conventions) with the Tax Return most recently filed in the relevant jurisdictions prior to the date hereof, except as otherwise required by law or regulation. INFO has paid or will pay all Taxes that may now or hereafter be due with respect to the taxable periods covered by such consolidated or combined Tax Returns. c. Neither TCFC INFO nor any of its subsidiaries has agreed, or is required, to make any adjustment (x) under Section 481(a) of the Code by reason, of a change in accounting method or otherwise or (y) pursuant to any provision of the Tax Reform Act of 1986, the Revenue Act of 1987 or the Technical and Miscellaneous Revenue Act of 1988. d. Neither INFO nor any of its Subsidiaries or any predecessor or Affiliate of the foregoing has, at any time, filed a consent under Section 341(f)(1) of the Code, or agreed under Section 341(f)(3) of the Code, to have the provisions of Section 341(f)(2) of the Code apply to any sale of its stock. e. There is the beneficiary of no (nor has there been any request for an) agreement, waiver or consent providing for an extension of time within which with respect to file the assessment of any material Taxes attributable to INFO or its Subsidiaries, or their assets or operations and no power of attorney granted by INFO or any of its Subsidiaries with respect to any Tax Return (other than extensions matter is currently in force. f. There is no action, suit, proceeding, investigation, audit, claim, demand, deficiency or additional assessment in INFO, pending or threatened against or with respect to file any Tax Returns obtained attributable to INFO, its Subsidiaries or their assets or operations. g. Except as set forth in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid INFO Disclosure Letter, all material Taxes amounts required to be withheld as of the Closing Date for Taxes or otherwise have been withheld and paid in connection with amounts paid when due to the appropriate agency or owing to any employee, creditor, stockholder, independent contractor or other third partyauthority. Neither TCFC h. No property of INFO is "tax-exempt use property" within the meaning of Section 168(h) of the Code nor any of property that INFO and/or its Subsidiaries has granted any extension or waiver will be required to treat as being owned by another person pursuant to Section 168(f)(8) of the limitation period applicable to any material Tax that remains Internal Revenue Code of 1954, as amended and in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years effect immediately prior to and including 2019 the enactment of the Tax Reform Act of 1986. i. There have been examined by the IRS delivered or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI DABV true and complete copies of any private letter ruling requests, closing agreements all income Tax Returns (or gain recognition agreements with respect to Taxes consolidated or combined returns, the portion thereof) and any other Tax Returns requested by DABV as may be relevant to INFO, its Subsidiaries, or executed in their assets or operations for any and all periods ending after December 31, 1998, or for any Tax years which are subject to audit or investigation by any taxing authority or entity. j. There is no contract, agreement, plan or arrangement including but not limited to the last six (6) years. Neither TCFC nor provisions of this Agreement, covering any employee or former employee of INFO or its Subsidiaries is a party that, individually or collectively, could give rise to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes payment of any person (other than TCFC amount that would not be deductible pursuant to Section 280G or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 162 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 20185.20.

Appears in 1 contract

Samples: Plan of Exchange Agreement (Infotopia Inc)

Tax Matters. Each of TCFC The Company and its Subsidiaries each other corporation (if any) ----------- included in any consolidated or combined tax return in which the Company has duly been included (i) have filed and will file, in a timely and proper manner, consistent with applicable laws, all Federal, state, local and other Tax returns and Tax reports required to be filed by them through the Closing Date (including all applicable extensionsthe "Company Returns") all material Tax Returns with the appropriate governmental agencies in all jurisdictions in which Tax Company Returns are required to be filed and, except as set forth in Section 3.1(h) of the Company Disclosure Schedule, have timely paid or will timely pay all amounts shown thereon to be due; (ii) have paid and shall timely pay all Taxes of the Company (or such other corporation) required to have been paid by it, the Company (or such other corporation) on or before the Closing Date; and all such Tax Returns (iii) currently are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is not the beneficiary of any an extension of time within which to file any material Tax Return (other than extensions to file return or Tax Returns obtained in the ordinary course)report. All material such Company Returns were and will be correct and complete at the time of filing. All Taxes of TCFC and its Subsidiaries (whether the Company attributable to all taxable periods ending on or before the Closing Date, to the extent not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld previously paid, have been adequately provided for on the applicable Audited Balance Sheet and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Interim Balance Sheet (as appropriate) and the Company will not accrue a Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior Liability from the Audited Balance Sheet Date up to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable lawClosing Date, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group Tax Liability accrued in the common parent ordinary course of which was TCFC) or (b) business. The Company has any liability for not been notified by the Taxes of any person (other than TCFC Internal Revenue Service or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign lawtaxing authority that any issues have been raised (and are currently pending) in connection with any Company Return, and no waivers of statutes of limitations have been given with respect to the Company that are still in effect. Except as contested in good faith and disclosed in Section 3.1(h) of the Company Disclosure Schedule, any deficiencies asserted or assessments (including interest and penalties) made as a result of any examination by the Internal Revenue Service or by any other taxing authority of any Company Return have been fully paid or are adequately provided for on the applicable Audited Balance Sheet and the applicable Interim Balance Sheet (as appropriate) and the Company has received no notification that any proposed additional Taxes have been asserted. The Company (A) has not made an election to be treated as a "consenting corporation" under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code"), as (B) is not a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” "personal holding company" within the meaning of Section 355(e) 542 of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” and (within the meaning of Section 355(a)(1)(AC) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC not been a United States real property holding corporation within the meaning of Section 897(c)(2897(c) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. TCFC The Company has made available to SHBI (Anot agreed to, nor is it required to, make any adjustment under Section 481(a) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed Code by reason of a change in accounting method or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by otherwise. The Company will not incur a Tax authority within Liability resulting from the last three (3) years relating Company ceasing to Taxes due from be a member of a consolidated or with respect to the TCFC Group combined group that had previously filed consolidated, combined or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise unitary Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018returns.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aristotle Corp)

Tax Matters. Each If at any time following the Closing there shall be a final determination by the U.S. Tax Court, District Court or Court of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itClaims, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is or if the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing Shareholder Representative shall agree to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined final determination by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable lawInternal Revenue Service, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such that Barrier was not an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding S corporation within the meaning of Section 897(c)(2) 1361 of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) Code at any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since time between January 1, 2018.1990 and the Closing, each Shareholder shall be obligated to use his, her or its reasonable efforts and to cooperate with the Surviving Corporation and its designees in attempting to obtain from the appropriate Tax authorities any Tax refunds that may be available to such Shareholder as a result of any difference in pre-Closing Tax liability to that Shareholder resulting from Barrier having been a C corporation rather than an S Corporation; provided, however, that if any Governmental Authority raises the validity of Barrier's pre-Closing S corporation status during any audit or examination regarding Barrier, each Shareholder shall promptly file protective claims for such Tax refunds along with any other documents or filings that Surviving Corporation may prepare in order to preserve each Shareholder's right to claim such Tax refunds. Promptly upon receipt of any such Tax refunds, each such Shareholder shall remit all such Tax refunds (including, for avoidance of doubt, all interest thereon) to the Surviving Corporation to offset the increase in the Surviving Corporation's Tax liability resulting from Barrier having been a C corporation rather than an S corporation. A Shareholder's reasonable efforts pursuant to this Section 5.10, aside from promptly remitting any such Tax refunds to the Surviving Corporation, shall be limited to signing and filing appropriate applications for Tax refunds and any other filings or documents that are necessary to claim such Tax refunds, in each case prepared by the Surviving Corporation, providing information concerning the Shareholder that the Surviving Corporation may reasonably request in preparing any such protective claims or applications for Tax refunds, authorizing the Surviving Company to participate in any negotiations or proceedings necessary to obtain such Tax refunds, and obtaining the approval of the Surviving Corporation (not to be unreasonably withheld) before entering into any settlement or closing agreement that may affect the availability of such Tax

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lindsay Manufacturing Co)

Tax Matters. Each (i) It and each of TCFC and its Subsidiaries has duly and have timely filed (including all applicable extensions) income Tax Returns and all other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itfiled, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither TCFC nor All income Taxes and other material Taxes due and payable by it or any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid, other than those that are being contested in good faith, as set forth in Section 3.3(l)(i) of its Disclosure Letter and that are reflected as a liability in its SEC Reports, Bank Reports or Financial Statements. Each No claim has been made by any Governmental Authority in any jurisdiction where it or any of TCFC its Subsidiaries does not file Tax Returns that it or its Subsidiaries is, or may be, subject to Tax by that jurisdiction that has not been finally settled or otherwise resolved. Neither it nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of any Tax that remains in effect. Except as set forth in such section of its Disclosure Letter, no Tax Return filed by it or any of its Subsidiaries is under examination by any Governmental Authority or is the subject of any Proceeding, and no written notice of assessment, proposed assessment or unpaid Tax deficiency has been received by or asserted against it or any of its Subsidiaries by any Governmental Authority. As used herein, the term “Tax” or “Taxes”” shall mean all federal, state, local and foreign income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, gains, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, escheat and unclaimed property, occupation, and property taxes, together with any interest and any penalties, additions to tax or additional similar amounts, imposed by any Governmental Authority. As used herein, the term “Tax Return” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Authority. (ii) It and each of its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither TCFC nor It and each of its Subsidiaries have complied in all material respects with all information reporting and backup withholding provisions of applicable law. (iii) There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of its Subsidiaries has granted any extension assets or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years’ assets. Neither TCFC it nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than (a) such an agreement or arrangement exclusively between or among TCFC it and its SubsidiariesSubsidiaries and (b) customary commercial agreements entered into in the ordinary course of business and not primarily related to Taxes that contain agreements or arrangements relating to the apportionment, sharing, assignment or allocation of Taxes (such as financing agreements with Tax gross-up obligations or leases with Tax escalation provisions)). Neither TCFC it nor any of its Subsidiaries has (ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.a

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Burke & Herbert Financial Services Corp.)

Tax Matters. Each of TCFC Except as set forth on the Taxes Schedule attached hereto, the Company and its Subsidiaries has duly and timely have filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns they are required to be filed by it, file under applicable laws and regulations; all such Tax Returns are true, correct, complete and complete correct in all material respects. Neither TCFC nor any of its Subsidiaries is respects and have been prepared in compliance with all applicable laws and regulations; the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC Company and its Subsidiaries have paid all Taxes shown as due and owing on such Tax Returns and all other material Taxes due and owing by them (whether or not such Taxes are required to be shown on any a Tax ReturnsReturn) that except for Taxes which are due presently being contested in good faith by appropriate proceedings (for which appropriate reserves have been fully established in the Company's accounting records) and timely paid. Each of TCFC and its Subsidiaries has have withheld and paid over to the appropriate taxing authority all material Taxes which they are required to have been withheld and paid in connection with withhold from amounts paid or owing to any employee, creditor, stockholder, independent contractor creditor or other third party. Neither TCFC ; neither the Company nor any Subsidiary has waived any statute of its Subsidiaries has granted limitations with respect to any Taxes or agreed to any extension of time with respect to a any Tax assessment or waiver deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC Company and its Subsidiaries for all years prior if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and including 2019 have been examined by Tax income); since the IRS or are Tax Returns with respect to which date of the applicable period for assessment under applicable lawLatest Balance Sheet, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC the Company and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has have not incurred any liability for the Taxes of any person (other than TCFC or any in the ordinary course of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision business; the Federal income tax returns of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of the Company and its Subsidiaries has beenhave been audited and closed for all tax years through 1993; no foreign, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, state or local and foreign income Tax Returns filed by tax audits or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from administrative or judicial proceedings are pending or being conducted with respect to the TCFC Group Company or its incomeany Subsidiary; no information related to Tax matters has been requested by any foreign, assets federal, state or operationslocal taxing authority and no written notice indicating an intent to open an audit or other review has been received by the Company from any foreign, federal, state or local taxing authority; and neither the Company nor any Subsidiary has made an election under ss. Section 5.03(p341(f) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf the Internal Revenue Code of the TCFC Group that have been examined by any Tax authority since January 11986, 2018as amended.

Appears in 1 contract

Samples: Purchase Agreement (Computer Motion Inc)

Tax Matters. Each of TCFC and its Subsidiaries FiberChem has duly and timely filed (including all applicable extensions) required United States, State and local income tax returns and has timely filed with all material Tax Returns in other appropriate governmental agencies all jurisdictions in which Tax Returns are sales, ad valorem, franchise and other tax, license, gross receipts and other similar returns and reports required to be filed by FiberChem. FiberChem has reported all taxable income and losses on those returns on which such information is required to be reported, and paid or provided for the payment of all taxes due and payable by FiberChem on said returns or taxes due pursuant to any assessment received by it, and all such Tax Returns are trueincluding without limitation, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which taxes required by law to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has be withheld and paid all material Taxes required to have been withheld and and/or paid in connection with amounts paid any officers or owing employees compensation or due pursuant to any employee, creditor, stockholder, independent contractor or other third partyassessment received by it. Neither TCFC nor any There are no agreements for the extension of its Subsidiaries has granted any extension or waiver of time for the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies payment of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) yearsamounts of tax. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC FiberChem shall bear all expenses and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability responsibilities for the Taxes filing of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal and applicable state, local or foreign law)other income tax returns and reports of FiberChem for the taxable year ended September 30, 2000. All tax liabilities of FiberChem arising through the end of the taxable year ended September 30, 1999, have been paid. All tax liabilities of FiberChem arising after September 30, 1999 have been paid or adequately disclosed and properly reserved for on the books and records and financial statements of FiberChem. No United States, State, local or other tax return of FiberChem for any period is currently under audit by the Internal Revenue Service or other tax authorities except as a transferee set forth on SCHEDULE 6.10. No claim has been made by any taxing authority relating to any such returns or successorany audit. For purposes of this Section 6.10, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, the word "timely" shall mean that such returns were filed within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within time prescribed by law for the meaning of Section 355(e) of filing thereof, including the Code of time permitted under any applicable extensions. All taxes which the Merger FiberChem is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending required by law to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true withhold and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns collect have been filed duly withheld and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect collected, and have been timely paid over to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of proper authorities to the TCFC Group that have been examined by any Tax authority since January 1, 2018extent due and payable.

Appears in 1 contract

Samples: Amended Arrangement Agreement (Fiberchem Inc)

Tax Matters. Each As between the parties, you will be responsible for the collection and payment of TCFC any and its Subsidiaries has duly all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, Goods and timely filed (including Services Ttax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. xxxxxxxxxx.xxx is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits. Unless stated otherwise, any and all applicable extensions) fees payable by you pursuant to this Agreement are exclusive of all material Tax Returns in all jurisdictions in which Tax Returns value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, xxxxxxxxxx.xxx will deduce the location of recipient, the billing details, place of supply and applicable taxes. If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be filed by it, deducted and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown deposited on any Tax Returns) that are due payments or remittances to you, xxxxxxxxxx.xxx will have been fully the right to deduct and timely paiddeposit any such applicable taxes with the appropriate regulatory authority. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid No claim in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver respect of the limitation period taxes deposited would be made by you against xxxxxxxxxx.xxx. It is your responsibility as a seller on the xxxxxxxxxx.xxx Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to any material you on the xxxxxxxxxx.xxx Site. For reporting transactions undertaken by you on the xxxxxxxxxx.xxx Site, you should consider the Merchant Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has Report (MTR) made available to SHBI true and complete copies you on Seller Central. In case of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed discrepancy in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns reporting / returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which you and xxxxxxxxxx.xxx, you agree that you will resolve such returns have been filed discrepancy immediately and (B) indemnify xxxxxxxxxx.xxx against any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its incometax, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018interest and penalty payable in this regard.

Appears in 1 contract

Samples: craftonart.com

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely (a) The Representative shall be responsible for causing to be filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required or permitted by applicable Law to be filed by itthe Company and its Subsidiaries with respect to taxable periods that end on or before the Closing Date (such periods, the "Pre-Closing Periods" and all such Tax Returns, the "Pre-Closing Period Tax Returns"). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company and its Subsidiaries, except as required by applicable Law. If any such Pre-Closing Period Tax Returns are due after the Closing, (i) the Representative shall prepare and submit such Tax Returns are true, correctto Parent if the Representative is not authorized to file such Pre-Closing Tax Returns by applicable law, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which (ii) Parent shall file (or cause to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returnsbe filed) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are such Pre-Closing Period Tax Returns with respect the appropriate taxing authority and pay (except as set forth below) the Taxes shown as due and payable on such Tax Return as prepared by the Representative. The Escrow Agent shall disburse to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries Representative or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)Parent, as a transferee or successorapplicable, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has beenfrom the Indemnity Escrow Amount, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last at least three (3) years relating to Taxes Business Days before the due from or with respect date of the applicable Pre-Closing Period Tax Return, an amount equal to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf portion of the TCFC Group Taxes shown as due and payable on such Tax Return as prepared by the Representative (or, in the case of a dispute (as described below) that have been examined is not resolved by the due date for the filing of such Tax Return (including extensions), such Tax Return shall be filed in accordance with Parent's determination and the amount disbursed from the Indemnity Escrow Amount shall include the amount in dispute) but only to the extent such Taxes were not (i) taken into account as a liability in the determination of Final Closing Working Capital or (ii) paid prior to the Closing, including as a payment of an estimated Tax. For the avoidance of doubt, Parent shall be responsible for the payment of any Taxes taken into account as a Liability in the determination of the Final Closing Working Capital and shall remit such amount to the relevant taxing authority (or, if the Representative files the applicable Pre-Closing Period Tax authority since January 1Return, 2018Parent shall remit such amount to the Representative).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dycom Industries Inc)

Tax Matters. Each TCT has, in accordance with all Applicable Laws, filed all Tax Returns that it was required to file, and has paid, or made adequate provision on the most recent balance sheet forming part of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) the TCT Financial Statements for the payment of, all material Taxes which have or may become due and payable pursuant to said Tax Returns other than those Taxes being contested in all jurisdictions in good faith for which adequate provision has been made. The Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete of TCT have been prepared in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained respects in the ordinary course)accordance with all Applicable Laws. All material Taxes which TCT is required by law to withhold and collect have been duly withheld and collected, and have been paid over, in a timely manner, to the proper Taxing Authorities to the extent due and payable. TCT has not executed any waiver to extend, or otherwise taken or failed to take any action that would have the effect of TCFC and its Subsidiaries (whether or not shown on extending, the applicable statute of limitations in respect of any Tax Returns) that are due have been fully and timely paid. Each liabilities of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of TCT for the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all fiscal years prior to and including 2019 have the most recent fiscal year. Adequate provision has been examined by made on the IRS most recent balance sheet forming part of the TCT Financial Statements for all Taxes accrued through the date of such balance sheet in accordance with GAAP whether disputed or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesnot, and there are are, to TCT's knowledge, no threatened past transactions or matters which could result in writing or pending disputesadditional Taxes of a material nature being imposed on TCT for which an adequate reserve has not been provided on such balance sheet. TCT has at all times been classified as a partnership under the Code and, claimsexcept as set forth in Section 4.10 of the TCT Disclosure Schedule, auditshas been similarly classified under all state and local income Tax Laws to which it is subject; TCT has never been a publicly traded partnership treated as a corporation under Section 7704 of the Code, examinations or other proceedings regarding any material and, except as set forth in Section 4.10 of TCT Disclosure Schedule, has never been similarly classified under state and local income Tax of TCFC and its Subsidiaries or the assets of TCFC and its SubsidiariesLaws to which it is subject. TCFC TCT has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has never been a member of an any "affiliated group filing a consolidated federal income Tax Return (other than a group the common parent group" of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of statecorporations, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(21504(a) of the Code. TCFC TCT is not a party to any tax sharing agreement or arrangement. At all times during its existence, each member of TCT has made available to SHBI (Abeen a "United States person" as defined in Section 7701(a)(30) true and correct copies of the U.S. federalCode as then in effect. TCT has complied with all material withholding obligations under Sections 1445(e)(1) or 1446 of the Code, state, and under any comparable provisions of state or local and foreign income Tax Returns filed by or on behalf Laws. Except as disclosed in Section 4.10 of the TCFC Group TCT Disclosure Schedule and for each Taxes of a nature referred to in Section 10.2, the completion of the three most recent fiscal years for which such returns have been filed and Transactions will not (Beither alone or upon the occurrence of any additional or subsequent Event) any audit report issued by a Tax authority within result in TCT being subject to additional Taxes which, individually or in the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its incomeaggregate, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018are material.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Tower Corp /Ma/)

Tax Matters. Each of TCFC The Company and its Subsidiaries has have duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are tax returns that they were required to be filed by it, and all file (the "Filed Returns"). All such Tax Filed Returns are true, correct, were correct and complete in all material respects. Neither TCFC nor any of The Company and its Subsidiaries have paid, or have established adequate reserves for the payment of, all federal income taxes and all state and local income taxes and all franchise, property, sales, employment, foreign or other taxes required to be paid with respect to the periods covered by the Filed Returns. None of the Company or its Subsidiaries currently is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions tax return. With respect to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC periods for which returns have not yet been filed, the Company and its Subsidiaries (whether have established adequate reserves determined in accordance with GAAP for the payment of all federal income taxes and all state and local income taxes and all franchise, property, sales, employment, foreign or not shown on any Tax Returns) that are due have been fully and timely paidother taxes. Each of TCFC Except as described in Schedule 3.13, the Company and its Subsidiaries have no direct or indirect liability for the payment of federal income taxes, state and local income taxes, and franchise, property, sales, employment or other taxes in excess of amounts paid or reserves established. There are no liens for any taxes on any assets of the Company or its Subsidiaries except for liens for taxes not yet due or for taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP. Except as set forth on Schedule 3.13, the Company has not entered into any tax sharing agreement or other agreement regarding the allocation of the tax liability of the Company or the Bank or similar arrangement with its other Subsidiaries. Set forth on Schedule 3.13 are the dates of filing of all Filed Returns for all fiscal years since and including January 1, 1990 and any amendments thereto which relate to federal or state income or franchise taxes. Neither the Company nor its Subsidiaries have filed any Internal Revenue Service ("IRS") Forms 1139 (Application for Tentative Refund). Except as set forth on Schedule 3.13, there are no pending questions raised in writing by the IRS or other taxing authority for taxes or assessments of the Company or its Subsidiaries, nor are there any outstanding agreements or waivers extending the statutory period of limitation applicable to any tax assessment or deficiency against the Company or its Subsidiaries for any period. The Company and its Subsidiaries have withheld and paid over all material Taxes taxes to the proper governmental authorities required to have been be so withheld and paid over in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, independent contractor stockholder or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC Company and its Subsidiaries for all years prior are neither obligated to and including 2019 have been examined by make any payments nor are they parties to any agreement that under certain circumstances could obligate them to make any payments that will not be deductible under Section 280G of the IRS or are Tax Returns with respect to which Code. Except as disclosed in Schedule 3.13, the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC Company and its Subsidiaries have never agreed to make, nor is the Company or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party required to or is bound by make, any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) adjustment under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e481(a) of the Code by reason of which a change in the Merger is also method of accounting or otherwise. The Company and its Subsidiaries have not, with regard to any assets held, acquired or to be acquired, filed a part, a “distributing corporation” or a “controlled corporation” (within consent to the meaning application of Section 355(a)(1)(A341(f) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 . None of the Code. Neither TCFC nor any of Company and its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. TCFC has made available to SHBI (A) true and correct copies None of the U.S. Company and its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Company) or (ii) has any liability for the taxes of any person (other than any of the Company and its Subsidiaries) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. Neither the Company nor any of its Subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. For the purposes of this Agreement, the term "tax" shall include all federal, state, local and foreign income Tax Returns filed by taxes and related governmental charges and any interest or on behalf penalties payable in connection with the payment of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018taxes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Megabank Financial Corp)

Tax Matters. (a) Each of TCFC the Sellers will be responsible for the preparation and its Subsidiaries has duly and timely filed (including filing of all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required by Law to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group Companies and the Subsidiaries or its relating to the Purchased Business, measured by and/or including periods ending on or before the Closing Date and for the payment of all Taxes due with respect to such Returns, including all increases in Taxes for which the Companies and the Subsidiaries become liable after the Closing Date because of audit adjustment made by Tax authorities to any item of income, assets deduction or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth credit reported with respect to such entity for any income or franchise Tax Returns filed by taxable year ending before or on behalf the Closing Date, over the amount of Taxes for which the Companies and the Subsidiaries would have been liable absent such adjustments (all such Returns, the “Pre-CIosing Returns” and all Taxes related thereto “Pre-CIosing Taxes”). All Pre-CIosing Returns shall, so far as they relate to the Companies, the Subsidiaries or the Purchased Business, be prepared in a manner consistent with past practice and shall accurately reflect the taxable income (or other measure of Tax) required to be reported on such Return. Purchaser, the Companies and the Subsidiaries will cooperate in such preparation and filing of all such Returns, including the preparation and execution of Tax forms and related schedules for inclusion in Sellers’ Returns when such data becomes available to Purchaser, the Companies and the Subsidiaries. Each of the TCFC Group that have been examined by Sellers will retain any Tax authority since January 1refunds received of Taxes paid for periods ending on or before the Closing Date to the extent not reflected in Closing Net Working Capital. For periods ending on or before the Closing Date, 2018the Companies and the Subsidiaries may be included in Sellers’ consolidated federal income Return and any state or local unitary, combined and/or consolidated Return which will be filed under the Law applicable and in effect thereto.

Appears in 1 contract

Samples: Acquisition Agreement (Southern Graphic Systems, Inc.)

Tax Matters. Each (a) Apricus and each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all federal income Tax Returns and other material Tax Returns in all jurisdictions in which Tax Returns are that they were required to be filed by it, and all file under applicable Law. All such Tax Returns are true, correct, were correct and complete in all material respectsrespects and have been prepared in material compliance with all applicable Law. Neither TCFC nor Subject to exceptions as would not be material, no claim has ever been made by an authority in a jurisdiction where Apricus or any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to does not file Tax Returns obtained in the ordinary course)that Apricus or such Subsidiary, as applicable, is subject to taxation by that jurisdiction. (b) All material Taxes due and owing by Apricus or any of TCFC and its Subsidiaries on or before the date hereof (whether or not shown on any Tax ReturnsReturn) that are due have been fully and timely paid. Each Since the date of TCFC and the Apricus Balance Sheet, neither Apricus nor any of its Subsidiaries has incurred any material Liability for Taxes outside the Ordinary Course of Business or otherwise inconsistent with past custom and practice. 45 Exhibit 2.1 (c) Apricus and each of its Subsidiaries have withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, independent contractor or other third party. (d) There are no Encumbrances for material Taxes (other than Permitted Encumbrances) upon any of the assets of Apricus or any of its Subsidiaries. (e) No deficiencies for material Taxes with respect to Apricus or any of its Subsidiaries have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending (or, based on written notice, threatened) material audits, assessments or other actions for or relating to any liability in respect of Taxes of Apricus or any of its Subsidiaries. Neither TCFC Apricus nor any of its Subsidiaries (or any of their predecessors) has waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. (f) Neither Apricus nor any of its Subsidiaries has granted any extension or waiver been a United States real property holding corporation within the meaning of Section 897(c)(2) of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which Code during the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expiredspecified in Section 897(c)(1)(A)(ii) of the Code. (g) Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC Apricus nor any of its Subsidiaries is a party to any material Tax allocation, Tax sharing or is bound by any Tax sharingsimilar agreement (including indemnity arrangements), allocation or indemnification agreement or arrangement (other than such an agreement any customary Tax indemnification provisions in Ordinary Course of Business commercial agreements or arrangement exclusively between or among TCFC and its Subsidiaries)arrangements that are not primarily related to Taxes. (h) Neither TCFC Apricus nor any of its Subsidiaries (a) has ever been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was TCFC) or (b) is Apricus). Neither the Apricus nor any of its Subsidiaries has any liability material Liability for the Taxes of any person Person (other than TCFC or the Company and any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local local, or foreign law), ) or as a transferee or successor, by contract or otherwise. (i) Neither TCFC Apricus nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify qualifying for Taxtax-free treatment under Section 355 of the Code (i) in the last two years or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in connection with the Merger. (j) Neither TCFC Apricus nor any of its Subsidiaries has participated in entered into any transaction identified as a “reportable transaction” or “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). (k) Neither Apricus nor any of its Subsidiaries has a permanent establishment or is resident for Tax purposes in a non-U.S. jurisdiction that is outside of its jurisdiction or territory of incorporation or formation. 46 Exhibit 2.1 (l) Neither Apricus nor any of its Subsidiaries (or any of their respective predecessors) (i) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code, or (ii) was created or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to the dual charter provision of Treasury Regulation Regulations Section 1.6011301.7701-4(b5(a). At (m) Except as set forth on Section 3.16(m) of the Apricus Disclosure Schedule, no time during entity classification election pursuant to Treasury Regulations Section 301.7701-3 has been filed with respect to Apricus or any of its Subsidiaries. (n) Neither Apricus nor any of its Subsidiaries has knowledge of any facts or has taken or agreed to take any action that would reasonably be expected to prevent or impede the past five (5) years has TCFC been Merger from qualifying as a United States real property holding corporation “reorganization” within the meaning of Section 897(c)(2368(a) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.3.17

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material All Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itprior to the date hereof with respect to the Company or any of its income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance in all material respects with all applicable laws and regulations, and all such Tax Returns are true, correct, true and complete accurate in all material respects. Neither TCFC nor All Taxes due and payable by or with respect to the Company have been paid or are accrued on the Current Balance Sheet or will be accrued on its books and records as of the Closing subject to customary year end adjustments and accruals for current year Taxes. Except as set forth in SCHEDULE 5.19 hereto: (i) with respect to each taxable period of the Company, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of its Subsidiaries is Taxes has been asserted or assessed by any taxing authority against the beneficiary of Company; (iii) the Company has not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Company has not requested or been granted an extension of the time within which to file for filing any material Tax Return to a date later than the Closing Date; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or, to the knowledge of the Shareholders, threatened against or with respect to the Company regarding Taxes; (vi) the Company has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) on or prior to the Closing Date; (vii) there are no Liens for Taxes (other than extensions to file Tax Returns obtained in the ordinary course). All material for current Taxes of TCFC not yet due and its Subsidiaries (whether or not shown on any Tax Returnspayable and delinquent) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or upon the assets of TCFC and its Subsidiaries. TCFC has made available the Company; (viii) the Company will not be required (A) as result of a change in method of accounting for a taxable period ending on or prior to SHBI true and complete copies the Closing Date, to include any adjustment under Section 481(c) of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any similar corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Closing Date or (B) as a result of any "closing agreement,"as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), as a transferee to include any item of income or successor, by contract or otherwise. Neither TCFC nor exclude any item of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan deduction from any taxable period (or series portion thereof) beginning after the Closing Date; (ix) the Company has not been a member of related transactionsan affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Company is not a party to or bound by any tax allocation or tax sharing agreement or has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) there are no material additional Taxes owed by the Company for any period for which Tax Returns have been filed in excess of the amounts shown as due and payable thereon; (xii) the Company has not made any payments, and will not become obligated (under any contract entered into on or before the Closing Date) to make any payments, that will be non-deductible under Section 280G of the Code (or any corresponding provision of state, local or foreign law); (xiii) none of the Shareholders is a "foreign person" within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 1445 of the Code; (xiv) no claim has ever been made by a taxing authority in a distribution of stock intending jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to qualify for Tax-free treatment under Section 355 of Taxes assessed by such jurisdiction; (xv) the Code. Neither TCFC nor Company does not have any of its Subsidiaries has participated permanent establishment in a “reportable transaction” or “listed transaction” within any foreign country, as defined in the meaning of Treasury Regulation Section 1.6011-4(b). At no time during relevant tax treaty between the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2America and such foreign country; (xvi) of the Code. TCFC has made available to SHBI (A) true true, correct and correct complete copies of the U.S. federal, state, local all income and foreign income sales Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group Company for the past three years have been furnished or its income, assets made available to AVS; (xvii) the Company will not be subject to any Taxes for the period ending at the Closing Date for any period for which a Tax Return has not been filed imposed pursuant to Section 1374 or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf 1375 of the TCFC Group that have been examined Code (or any corresponding provision of state, local or foreign law); and (xviii) no Arizona sales or use tax, Arizona non-recurring intangibles tax, Arizona documentary stamp tax or other Arizona excise tax (or comparable tax imposed by the State of Arizona) will be payable by any Tax authority since January 1, 2018of the AVS Companies merely by virtue of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Stock for Asset Purchase Agreement (Aviation Sales Co)

Tax Matters. Each (a) Except as set forth on Schedule 4.10(a), (i) each of TCFC and its Subsidiaries the La Grange Entities has duly and timely filed (including all when due, after giving effect to applicable extensions) , all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and with the IRS or other applicable taxing authority through the date hereof; (ii) all such Tax Returns are true, correct, complete and complete correct in all material respects. Neither TCFC nor ; (iii) each of the La Grange Entities has timely paid or has provided an accrual for all Taxes which are or have become due (whether or not shown on any such Tax Return), and has withheld and paid to the appropriate taxing authority any Tax that it is required by Applicable Law to withhold and pay to a taxing authority on or before the date hereof other than, in either case, those (x) which, if not paid, would not have a La Grange Material Adverse Effect or (y) which are being contested in good faith; (iv) no claim has been made by any taxing authority in a jurisdiction in which any of its Subsidiaries the La Grange Entities does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction; (v) none of the La Grange Entities has entered into any agreement or arrangement with any tax authority that requires any of the La Grange Entities to take or refrain from taking any action; (vi) none of the La Grange Entities is a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment of Tax losses, entitlements to refunds or similar Tax matters; and (vii) none of the La Grange Entities that is not a corporation has elected or will elect to be treated as a corporation. None of the La Grange Entities has any material liability for Taxes other than those incurred in the ordinary course of business and in respect of which adequate reserves are being maintained in accordance with GAAP. There are no material liens for Taxes upon any asset of any of the La Grange Entities except for liens arising as a matter of Applicable Law relating to current Taxes not yet due. There are no Taxes that will be imposed on any of the La Grange Entities in connection with the execution of this Agreement or the Other Transaction Documents or in connection with any of the transaction contemplated hereby or thereby. Except as set forth on Schedule 4.10(a), none of the La Grange Entities currently is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018Return.

Appears in 1 contract

Samples: Contribution Agreement (Heritage Propane Partners L P)

Tax Matters. Each Except as disclosed on Schedule 3.10, each of TCFC PUB and its Subsidiaries has duly BAF, and all members of any consolidated, affiliated, combined or unitary group of which PUB or BAF is a member have timely filed all Tax (including all applicable extensionsas hereinafter defined) all material and Tax Returns in all jurisdictions in which Tax Returns are information returns or reports required to be filed (taking into account permissible extensions) by itthem, and have paid (or have accrued or will accrue, prior to the Effective Time, amounts for the payment of) all Taxes relating to the time periods covered by such Tax Returns returns and reports. Except as disclosed on Schedule 3.10, the accrued taxes payable accounts for Taxes reflected on the Latest PUB Consolidated Balance Sheets (or the notes thereto) are truesufficient for the payment of all unpaid Taxes of PUB and BAF accrued for or applicable to all periods ended on or prior to the date of the Latest PUB Consolidated Balance Sheet or which may subsequently be determined to be owing with respect to any such period. Except as disclosed on Schedule 3.10, correct, and complete in all material respects. Neither TCFC neither PUB nor BAF has waived any statute of its Subsidiaries is the beneficiary of limitations with respect to Taxes or agreed to any extension of time within which with respect to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether an assessment or not shown on any Tax Returns) that are due have been fully and timely paiddeficiency for Taxes. Each of TCFC PUB and its Subsidiaries BAF has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or will pay in a timely manner and as required by law all Taxes due and payable by it or which it is obligated to withhold from amounts owing to any employee, creditor, stockholder, independent contractor employee or other third party. Neither TCFC nor Except as disclosed on Schedule 3.10, all Taxes which will be due and payable, whether now or hereafter, for any period ending on, prior to or including the Effective Time, shall have been paid by or on behalf of its Subsidiaries has granted any extension PUB and BAF or waiver shall be reflected on the books of PUB and BAF as an accrued Tax liability determined in a manner which is consistent with past practices and the limitation period applicable to any material Tax that remains in effectLatest PUB Consolidated Balance Sheet, without taking into account the Merger. The federal income Tax Returns of TCFC and its Subsidiaries for all In the five years prior to and including 2019 the date of this Agreement, no Tax returns of PUB or BAF have been examined audited by any governmental authority other than as disclosed on Schedule 3.10; and, except as set forth on Schedule 3.10, there are no unresolved questions, claims or disputes asserted by any relevant taxing authority concerning the IRS liability for Taxes of PUB or are Tax Returns BAF. Neither PUB nor BAF has made an election under Section 341(f) of the Code for any taxable years not yet closed for statute of limitations purposes. In the five years prior to the date of this Agreement, no demand or claim has been made against PUB or BAF with respect to which the applicable period for assessment under applicable lawany Taxes arising out of membership or participation in any consolidated, after giving effect to extensions affiliated, combined or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated unitary group filing a consolidated federal income Tax Return (other than a group the common parent of which PUB or BAF was TCFC) or (b) has at any liability time a member. The tax identification number for PUB and BAF are set forth on Schedule 3.10. For purposes of this Agreement, the Taxes of term “Tax” shall mean any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal, state, local or foreign law)income, as a transferee gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property or successorwindfall profits tax, by contract environmental tax, customs duty, capital shares, deposits, franchise, employees’ income withholding, foreign or otherwise. Neither TCFC nor domestic withholding, social security, unemployment, disability, workers’ compensation, employment-related insurance, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other tax, fee, assessment or charge of any of its Subsidiaries has beenkind whatsoever, within the past two (2) years including any interest, penalties or otherwise as part of a “plan (additions to, or series of related transactions)” within the meaning of Section 355(e) additional amounts in respect of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018foregoing.

Appears in 1 contract

Samples: Merger Agreement (People's Utah Bancorp)

Tax Matters. Each Except as set forth on Schedule 3.16, all tax returns and tax reports required to be filed with respect to the income, operations, business or assets of TCFC Purchaser and WARP and its Subsidiaries has duly and have been timely filed (including all applicable extensionsor appropriate extensions have been obtained which extensions are listed on Schedule 3.16) all material Tax Returns with the appropriate governmental agencies in all jurisdictions in which Tax Returns such returns and reports are required to be filed, all of the foregoing as filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither TCFC nor any , and reflect accurately all liability for taxes of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC Purchaser and WARP and its Subsidiaries (whether or not for the periods to which such returns relate, and all amounts shown on any Tax Returns) that are due as owing thereon have been fully and timely paid. Each of TCFC Except as set forth on Schedule 3.16, all income, profits, franchise, sales, use, value added, occupancy, property, excise, payroll, withholding, FICA, FUTA and other taxes (including interest and penalties), if any, collectible or payable by Purchaser and WARP or its Subsidiaries has withheld and paid all material Taxes required or relating to have been withheld and paid in connection with amounts paid or owing chargeable against any of their assets, revenues or income or relating to any employee, independent contractor, creditor, stockholder, independent contractor stockholder or other third partyparty through the date hereof which were required to be collected and/or paid by Purchaser and WARP and its Subsidiaries, were fully collected and paid by such date or provided for by adequate reserves. Neither TCFC nor any Except as set forth on Schedule 3.16, no taxation authority has sought to audit the records of its Subsidiaries has granted any extension Purchaser or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and WARP or its Subsidiaries for all years prior the purpose of verifying or disputing any tax returns, reports or related information and disclosures provided to such taxation authority, or for Purchaser or WARP or its Subsidiaries' alleged failure to provide any such tax returns, reports or related information and including 2019 disclosure. Except as provided on Schedule 3.16, no claims or deficiencies have been examined by the IRS asserted against or are Tax Returns inquiries raised with Purchaser or WARP or its Subsidiaries with respect to any taxes or other governmental charges or levies which the applicable period for assessment under applicable lawhave not been paid or otherwise satisfied, after giving effect to extensions including claims that, or waiversinquiries whether, has expired. Neither TCFC nor any of Purchaser or WARP or its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxeshave not filed a tax return that they were required to file, and there are exists no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or reasonable basis for the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies making of any private letter ruling requests, closing agreements such claims or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018inquiries.

Appears in 1 contract

Samples: Share Exchange Agreement (Warp Technology Holdings Inc)

Tax Matters. Each of TCFC and its Subsidiaries the Borrowers has duly and timely filed (including all applicable extensions) all material Tax Returns that ----------- it has been required to file through the date hereof, and has timely paid in full all jurisdictions Taxes which were due and payable by it through the date hereof. The provisions for Taxes reflected on the Company Interim Balance Sheet are adequate to cover all accrued and unpaid Taxes of the Company for all periods ending on or before September 30, 1999, and nothing has occurred subsequent to that date to make such provisions inadequate. The Company has established and is maintaining current accruals, and will establish and maintain adequate accruals subsequent to the date hereof, that are in which the case of current accruals, and will be in the case of accruals subsequent to the date hereof, accurately reflected in the books and records of the Company and are, and will be, adequate for the payment of any Taxes incurred but not yet due and payable. No waivers or extensions of any applicable statute of limitations for the assessment or collection of Taxes with respect to any Tax Returns of the Borrowers are currently in effect or are currently proposed. Each of the Borrowers has collected or withheld and paid over to the proper governmental or regulatory bodies all amounts required to be filed by itso collected or withheld and paid over under all applicable Laws. No action, and all such Tax Returns are truesuit, correctproceeding, and complete in all material respects. Neither TCFC nor investigation, audit, claim or assessment is presently pending or, to the Borrowers' knowledge, threatened with regard to any Taxes that relate to the Borrowers for which any of its Subsidiaries the Borrowers is or could reasonably be expected to be liable. There is no unresolved claim by a taxing authority in any jurisdiction where any of the beneficiary of any extension of time within which to file any material Tax Return (other than extensions Borrowers does not anticipate to file Tax Returns obtained that it is or could reasonably be expected to be subject to taxation by such jurisdiction. There are no Liens for Taxes (other than for Taxes not yet due and payable) upon any assets or property of the Borrowers. The Lender acknowledges that the foregoing representations and warranties made in the ordinary coursethis Section 3.6 do not apply in respect of Accurate Components Inc. ("Accurate") or Market Trading Concepts Inc. ("Market Trading") (recently acquired, wholly-owned subsidiaries of Borrowers). All material Taxes The Lender further acknowledges that the representations and warranties made in respect of TCFC Accurate and its Subsidiaries (whether or not shown on any Market Trading as to Tax Returns) matters in that are due certain Stock Purchase Agreement by and between Borrowers, Accurate, Market Trading and Xxxxxxx Xxxxx, dated November 12, 1999, have been fully made available to the Lender for its review and, to the Borrowers' knowledge, they are true and timely paidcorrect. Each None of TCFC and its Subsidiaries the Borrowers (i) has withheld and paid all material Taxes required made any other election pursuant to the Code other than elections that relate solely to matters of accounting, depreciation, or amortization, that could reasonably be expected to have been withheld and paid in connection with amounts paid an adverse effect on, its financial condition, its business as presently conducted or owing presently proposed to any employee, creditor, stockholder, independent contractor be conducted or other third party. Neither TCFC nor any of its Subsidiaries properties or assets; and (ii) has granted at any extension or waiver time filed a consent to the application of Section 341(f)(2) of the limitation period applicable Code to any material Tax that remains in effectproperty or assets held, acquired or to be acquired by it. The federal income Tax Returns None of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries Borrowers is a party to or is bound by any Tax sharing, tax allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC sharing agreement, and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any no liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) entity under Treasury Regulation Section (S) 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract contract, or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Appears in 1 contract

Samples: Credit Agreement (Partminer Inc)

Tax Matters. Each of TCFC Parent and its Subsidiaries each other corporation included in any ----------- consolidated or combined tax return in which Parent has duly been included: (a) have filed and will file, in a timely and proper manner, consistent with applicable laws, all Federal, state and local Tax returns and Tax reports required to be filed by them through the Closing Date (including all applicable extensionsthe "Parent Returns") all material Tax Returns with the appropriate governmental agencies in all jurisdictions in which Tax Parent Returns are required to be filed by it, and have paid or will pay all such Tax Returns are true, correct, amounts shown thereon to be due; and complete in (b) have paid and shall timely pay all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld paid on or before the Closing Date. All Taxes attributable to all taxable periods ending on or before the Closing Date, to the extent not required to have been previously paid have been adequately provided for on the Parent Financial Statements and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver Parent will not accrue a Tax liability from the date of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior Parent Financial Statements up to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable lawClosing Date, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group Tax liability accrued in the common parent ordinary course of which was TCFC) or (b) business. Parent has any liability for not been notified by the Taxes of any person (other than TCFC Internal Revenue Service or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law)taxing authority that any issues have been raised (and are currently pending) in connection with any Parent Return, and no waivers of statutes of limitations have been given or requested with respect to Parent. Except as contested in good faith and disclosed in the Parent Disclosure Schedule, any deficiencies asserted or assessments (including interest and penalties) made as a transferee result of any examination by the Internal Revenue Service or successor, by contract any other taxing authorities of any Parent Return have been fully paid or otherwiseare adequately provided for on the Parent Financial Statements and no proposed additional Taxes have been asserted. Neither TCFC Parent has not made an election to be treated as a "consenting corporation" under Section 341(f) of the Code nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of is it a “plan (or series of related transactions)” "personal holding company" within the meaning of Section 355(e542 of the Code. Parent has not agreed to, nor is required to make any adjustment under Section 481(a) of the Code by reason of which the Merger is also a part, a “distributing corporation” change in accounting method or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Codeotherwise. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by Parent will not incur a Tax authority within the last three (3) years relating liability resulting from Parent ceasing to Taxes due from be a member of a consolidated or with respect to the TCFC Group combined group that had previously filed consolidated, combined or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise unitary Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018returns.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiac Control Systems Inc)

Tax Matters. Each of TCFC and its Subsidiaries Shoom has duly and timely filed all federal, state and local income tax returns and has timely filed with all other appropriate governmental agencies all sales, ad valorem, franchise and other tax (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are connection with any real estate or personal property), license, gross receipts and other similar returns and reports required to be filed by Shoom. Shoom has reported all taxable income and losses on those returns on which such information is required to be reported and paid or provided for the payment of all taxes due and payable by Shoom on said returns or taxes due pursuant to any assessment received by it, and all such Tax Returns are trueincluding without limitation, correct, and complete in all material respects. Neither TCFC nor any of its Subsidiaries is the beneficiary of any extension of time within which taxes required by law to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has be withheld and paid all material Taxes required to have been withheld and and/or paid in connection with amounts paid any officer’s or owing employee’s compensation or due pursuant to any employeeassessment received by it. Shoom has timely filed a 2012 tax return and paid all state, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxeslocal, and there are no threatened in writing or pending disputesfederal taxes due for the year ended December 31, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries2012. TCFC Shoom has made available to SHBI the MergerSub and Sysorex for inspection copies of income tax returns that are true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC federal and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable state, local or foreign law)other income tax returns filed by Shoom for the taxable years ended December 31, as a transferee or successor2010, by contract or otherwise2011, and 2012, and any other open tax periods. Neither TCFC nor any All tax liabilities of its Subsidiaries has been, within Shoom arising through the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) end of the Code taxable year ended December 31, 2012 and that are currently due have been paid. All tax liabilities of which Shoom arising after December 31, 2012, and that are currently due have been paid or adequately disclosed and the Merger properly reserved for on the books and records and financial statements of Shoom. No federal or applicable state, local or other tax return of Shoom for any period has been or is also a partcurrently under audit by the Internal Revenue Service or any state, a “distributing corporation” local or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Codeother tax authorities. Neither TCFC nor any of its Subsidiaries No claim has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. by federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which other authorities relating to any such returns or any audit. For purposes of this Section 3(r), the word “timely” shall mean that such returns were filed within the time prescribed by law for the filing thereof, including the time permitted under any applicable extensions. Shoom is not aware of any facts which it believes would constitute the basis for the proposal of any tax deficiencies for any unexamined year. All taxes which Shoom is required by law to withhold and collect have been filed duly withheld and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect collected, and has been timely paid over to the TCFC Group proper authorities to the extent due and payable or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that they have been examined by any Tax authority since January 1, 2018fully disclosed to the MergerSub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sysorex Global Holdings Corp.)

Tax Matters. Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensionsi) all material Tax Returns in all jurisdictions in which Tax Returns are Seller is not required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither TCFC nor pay any of its Subsidiaries is the beneficiary of any extension of time within which Taxes or to file any material Tax Return (Returns relating to the Acquired Assets or the Business, other than extensions to file Tax Returns obtained in the ordinary course). All material employment Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which compensation paid to Seller’s employees. As between Seller and Purchaser, Seller (1) shall pay when due all Taxes it is required to pay, and shall be solely responsible for any Liabilities associated with the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any non-payment of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of all other Taxes, and there are no threatened in writing either case relating to the ownership or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax use of TCFC and its Subsidiaries the Acquired Assets or the assets operation of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements the Business (whether by Seller or gain recognition agreements with respect to Taxes requested or executed in the last six (6Veracity Networks) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 all taxable periods (or any similar provision of stateportions thereof) through the Closing Date, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two and (2) years shall file when due any Tax Returns that it is required to file, and shall be solely responsible for any Liabilities associated with the non-filing of any other Tax Returns, in either case relating to the ownership or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) use of the Code of which Acquired Assets or the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) operation of the Code) in a distribution of stock intending to qualify Business (whether by Seller or Veracity Networks), for Tax-free treatment under Section 355 of all taxable periods ending on or before the CodeClosing Date. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI Purchaser (A) true shall pay when due, and correct copies shall be solely responsible for any Liabilities associated with the non-payment of, all Taxes relating to the ownership or operation of the U.S. federalAcquired Assets or the Business for all taxable periods (or portions thereof) beginning after the Closing Date, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) shall file when due, and shall be solely responsible for any audit report issued by a Liabilities associated with the non-filing of, all Tax authority within the last three (3) years Returns relating to Taxes due from the ownership or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf use of the TCFC Group Acquired Assets or the operation of the Business for all taxable periods (or portions thereof) ending after the Closing Date. There is no Tax deficiency outstanding, assessed or proposed against Seller that have been examined by any Tax authority since January 1, 2018could affect the Acquired Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement

Tax Matters. Each The term "Taxes" means all federal, provincial, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of TCFC any kind whatever, together with any interest and its Subsidiaries has duly any penalties, additions to tax or additional amounts with respect thereto, and the term "Tax" means any one of the foregoing Taxes. eFuels and eFuels/Arizona have each timely filed all Tax returns (including all applicable extensionsinformation returns, and estimates) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itthem, including but not limited to those with respect to income, premiums, withholding, social security, unemployment, franchise, ad valorem, excise and sales Taxes, and has paid all Taxes shown on such Tax Returns are true, correct, returns and all assessments made against it to the extent such have become due. All of such returns and estimates were complete and accurate in all material respects. No Tax returns filed by eFuels or eFuels/Arizona have been audited and no claims for additional taxes for any years have been made by any taxing authority and are pending. Neither TCFC eFuels nor eFuels/Arizona has received a notice of deficiency or assessment of additional Taxes which notice or assessment remains unresolved, and no taxing authority has asserted or, to the knowledge of eFuels Sellers, proposed to assert any of its Subsidiaries deficiency or assessment, nor is the beneficiary of there any extension of time within which reasonable basis for such an assertion or assessment. Proper and accurate amounts have been withheld by eFuels and eFuels/Arizona from their employees for Tax purposes in compliance with all applicable laws. eFuels and eFuels/Arizona have collected and/or paid all sales and use Taxes required to file any material Tax Return be collected or paid by eFuels or eFuels/Arizona. The reserve for Taxes (other than extensions to file Tax Returns obtained any reserve for deferred taxes) in the ordinary course). All material Balance Sheet is adequate to cover all accrued but unpaid Taxes of TCFC eFuels and its Subsidiaries (whether or not shown on eFuels/Arizona as of the eFuels Balance Sheet Date and any Tax Returns) that Taxes which would have accrued as of such date but which are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid being contested in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partygood faith. Neither TCFC eFuels nor eFuels/Arizona has extended the time for assessment or payment of any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effectTax. The federal income consolidated Tax Returns of TCFC returns for eFuels present fairly and its Subsidiaries for accurately all years prior to and including 2019 have been examined by the IRS information contained therein. eFuels has delivered or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true Purchaser and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) PFC Sellers true and correct copies of the U.S. federal, state, local all consolidated Tax returns of eFuels together with true and foreign income Tax Returns filed by or on behalf correct copies of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years all requested accountants' work papers relating to the preparation thereof. There are no liens for Taxes (other than current Taxes not yet due from or with respect to and payable) upon the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018eFuels Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clean Energy Fuels Corp.)

Tax Matters. Each Except as set forth on Schedule 3.17 of TCFC the Disclosure Schedules: (i) the Company and its Subsidiaries each Subsidiary has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be have been filed by it, and ; (ii) all such Tax Returns are true, correct, accurate and complete in all material respects. Neither TCFC ; (iii) the Company and each Subsidiary has paid all Taxes owed by it which were due and payable (whether or not shown on any Tax Return); (iv) the charges, accruals and reserves with respect to Taxes included within the Financial Statements are accurate in all material respects; (v) the Company and each Subsidiary has complied with all applicable Laws relating to Tax; (vi) neither the Company nor any of its Subsidiaries Subsidiary is currently the beneficiary of any extension of time within which to file any material Tax Return Return; (other than extensions to vii) there is no current Action against the Company or any Subsidiary by a Governmental Authority in a jurisdiction where the Company or such Subsidiary does not file Tax Returns obtained in contending that the ordinary course). All material Taxes of TCFC and its Subsidiaries Company or such Subsidiary is or may be subject to taxation by that jurisdiction; (whether viii) there are no pending or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid ongoing audits or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver assessments of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined the Company or any Subsidiary by a Governmental Authority ; (ix) neither the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC Company nor any Subsidiary has requested or received any ruling from, or signed any binding agreement with, any Governmental Authority , that would apply to any Tax periods ending after the Closing Date; (x) there are no Liens on any of its Subsidiaries has received written notice the assets of assessment the Company or proposed assessment any Subsidiary that arose in connection with any material amount of Taxes, and there are failure (or alleged failure) to pay any Tax;(xi) no threatened unpaid Tax deficiency has been asserted in writing against or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to the Company or any Subsidiary by any Governmental Authority which Tax remains unpaid; (xii) the Company and each Subsidiary has collected or withheld all Taxes requested currently required to be collected or executed withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due; (xiii)neither the last six (6) years. Neither TCFC Company nor any Subsidiary has granted or is subject to, any waiver of its Subsidiaries the period of limitations for the assessment of Tax for any currently open taxable period; (xiv) neither the Company nor any Subsidiary is a party to or is bound by any Tax sharingallocation, allocation sharing or indemnification indemnity agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) otherwise has any liability potential or actual material Liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of stateanother Person, local or foreign law)whether by applicable Tax Law, as a transferee or successorsuccessor or by contract, by contract indemnity or otherwise. Neither TCFC ; (xv) there is no arrangement pursuant to which the Company, any Subsidiary or Buyer will be required to “gross up “or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; (xvi) neither the Company nor any Subsidiary has taken any action not in accordance with past practice that would have the effect of its Subsidiaries has been, within the past two (2) years or otherwise as part deferring a measure of Tax from a “plan period (or series portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date; (xvii) the Company and each Subsidiary is in compliance with the terms and conditions of related transactions)” within any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the meaning transactions contemplated by this Agreement will not have any adverse effect on such compliance; (xviii) no written power of Section 355(e) of the Code of attorney which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) currently in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries force has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed granted by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group Company or its incomeany Subsidiary with respect to any matter relating to Taxes; and (xix) there has not been any change in Tax accounting method by the Company or any Subsidiary and neither the Company nor any Subsidiary has received a ruling from, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth signed an agreement with, any income or franchise Tax Returns filed by or Taxing Authority that would reasonably be expected to have a material impact on behalf Taxes of the TCFC Group that have been examined by Company, any Tax authority since January 1, 2018Subsidiary or the equity owners of the Company of any Subsidiary following the Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (Success Entertainment Group International Inc.)

Tax Matters. Each Except as set forth on Schedule 3.17 of TCFC the Disclosure Schedules: (i) the Company and its Subsidiaries each Subsidiary has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be have been filed by it, and ; (ii) all such Tax Returns are true, correct, accurate and complete in all material respects. Neither TCFC ; (iii) the Company and each Subsidiary has paid all Taxes owed by it which were due and payable (whether or not shown on any Tax Return); (iv) the charges, accruals and reserves with respect to Taxes included within the Financial Statements are accurate in all material respects; (v) the Company and each Subsidiary has complied with all applicable Laws relating to Tax; (vi) neither the Company nor any of its Subsidiaries Subsidiary is currently the beneficiary of any extension of time within which to file any material Tax Return Return; (other than extensions to vii) there is no current Action against the Company or any Subsidiary by a Governmental Authority in a jurisdiction where the Company or such Subsidiary does not file Tax Returns obtained in contending that the ordinary course). All material Taxes of TCFC and its Subsidiaries Company or such Subsidiary is or may be subject to taxation by that jurisdiction; (whether viii) there are no pending or not shown on any Tax Returns) that are due have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid ongoing audits or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver assessments of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined the Company or any Subsidiary by a Governmental Authority ; (ix) neither the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC Company nor any Subsidiary has requested or received any ruling from, or signed any binding agreement with, any Governmental Authority , that would apply to any Tax periods ending after the Closing Date; (x) there are no Liens on any of its Subsidiaries has received written notice the assets of assessment the Company or proposed assessment any Subsidiary that arose in connection with any material amount of Taxes, and there are failure (or alleged failure) to pay any Tax;(xi) no threatened unpaid Tax deficiency has been asserted in writing against or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to the Company or any Subsidiary by any Governmental Authority which Tax remains unpaid; (xii) the Company and each Subsidiary has collected or withheld all Taxes requested currently required to be collected or executed withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due; (xiii)neither the last six (6) years. Neither TCFC Company nor any Subsidiary has granted or is subject to, any waiver of its Subsidiaries the period of limitations for the assessment of Tax for any currently open taxable period; (xiv) neither the Company nor any Subsidiary is a party to or is bound by any Tax sharingallocation, allocation sharing or indemnification indemnity agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) otherwise has any liability potential or actual material Liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of stateanother Person, local or foreign law)whether by applicable Tax Law, as a transferee or successorsuccessor or by contract, by contract indemnity or otherwise. Neither TCFC ; (xv) there is no arrangement pursuant to which the Company, any Subsidiary or Buyer will be required to "gross up “or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; (xvi) neither the Company nor any Subsidiary has taken any action not in accordance with past practice that would have the effect of its Subsidiaries has been, within the past two (2) years or otherwise as part deferring a measure of Tax from a “plan period (or series portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date; (xvii) the Company and each Subsidiary is in compliance with the terms and conditions of related transactions)” within any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the meaning transactions contemplated by this Agreement will not have any adverse effect on such compliance; (xviii) no written power of Section 355(e) of the Code of attorney which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) currently in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries force has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed granted by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group Company or its incomeany Subsidiary with respect to any matter relating to Taxes; and (xix) there has not been any change in Tax accounting method by the Company or any Subsidiary and neither the Company nor any Subsidiary has received a ruling from, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth signed an agreement with, any income or franchise Tax Returns filed by or Taxing Authority that would reasonably be expected to have a material impact on behalf Taxes of the TCFC Group that have been examined by Company, any Tax authority since January 1, 2018Subsidiary or the equity owners of the Company of any Subsidiary following the Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (Renavotio, Inc.)

Tax Matters. Each Except as set forth in Section 4.8 of TCFC and its Subsidiaries has duly and the SB Disclosure Memorandum: (a) All SB Entities have timely filed (including all applicable extensions) with the appropriate Taxing Authorities all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itfiled, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither TCFC nor any None of its Subsidiaries the SB Entities is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course)Return. All material Taxes of TCFC the SB Entities to the extent due and its Subsidiaries payable (whether or not shown on any Tax ReturnsReturn) that are due have been fully and timely paid. There are no Liens for any material Taxes (other than a Lien for current tax year real property or ad valorem Taxes not yet due and payable) on any of the Assets of any of the SB Entities. No written claim has ever been made by any Taxing Authority in a jurisdiction where any SB Entity does not file a Tax Return that such SB Entity may be subject to Taxes by that jurisdiction. (b) None of the SB Entities has received any written notice of assessment or proposed assessment in connection with any Taxes. There are no ongoing or pending disputes, claims, audits, or examinations regarding any Taxes of any SB Entity, any Tax Returns of any SB Entity, or the assets of any SB Entity. No officer or employee responsible for Tax matters of any SB Entity expects any Taxing Authority to assess any additional material Taxes for any period for which Tax Returns have been filed. No issue has been raised by a Taxing Authority in any prior examination of any SB Entity, which, by application of the same or similar principles, could be expected to result in a proposed material deficiency for any subsequent taxable period. None of the SB Entities has waived any statute of limitations in respect of any Taxes or agreed to a Tax assessment or deficiency. (c) Each of TCFC and its Subsidiaries SB Entity has withheld and paid complied in all material respects with all applicable Laws relating to the withholding of Taxes and the payment thereof to appropriate authorities, including, but not limited to, Taxes required to have been withheld and paid in connection with amounts paid or owing to any employeeemployee or independent contractor, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442 of the limitation period applicable Code or similar provisions under foreign Tax Law. (d) The unpaid Taxes of each SB Entity (i) did not, as of the most recent fiscal month end, materially exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any material notes thereto) for such SB Entity and (ii) do not materially exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the SB Entities in filing their Tax that remains Returns. (e) Except as described in effect. The federal income Tax Returns Section 4.8(e) of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns with respect to which SB Disclosure Memorandum, none of the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries SB Entities is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC sharing agreement, and its Subsidiaries). Neither TCFC nor any none of its Subsidiaries (a) the SB Entities has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.a

Appears in 1 contract

Samples: V8 Agreement and Plan of Merger (First Bancorp /Nc/)

Tax Matters. Each of TCFC (a) WABC and its Subsidiaries has duly and each WABC Subsidiary have timely filed federal income tax returns for each year through December 31, 1995 and have timely filed, or caused to be filed, all other federal, state, county, local and foreign tax returns (including including, without limitation, estimated tax returns, returns required under sections 1441-1446 and 6031-6060 of the Code and the regulations thereunder and any comparable state, foreign and local laws, any other information returns, withholding tax returns, FICA and FUTA returns and back up withholding returns required under section 3406 of the Code and any comparable state, foreign and local laws) required to be filed with respect to WABC or any WABC Subsidiary, including, without limitation, estimated tax, use tax, excise tax, real property and personal property tax reports and returns, employer's withholding tax returns, other withholding tax returns and Federal Unemployment Tax Returns, and all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are other reports or other information required to be filed by iteach of them, and all each such Tax Returns are truereturn, correct, report or other information is complete and complete accurate in all material respects. Neither TCFC nor All taxes, fees and other governmental charges, including any interest and penalties thereon, due in respect of its Subsidiaries is the beneficiary periods covered by such tax returns have been paid or adequate reserves have been established for the payment of such amounts, except where any such failure to pay or establish adequate reserves, except those that are being contested in good faith, which contested matters existing as of the date hereof have been disclosed to ValliCorp in writing and through the Effective Date any other contested matters will have been disclosed to ValliCorp in writing, and, as of the Effective Date, all taxes due in respect of any extension of time within which subsequent periods ending on or prior to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) that are due Closing Date will have been fully and timely paid. Each of TCFC and its Subsidiaries has withheld and paid all material Taxes required to or adequate reserves will have been withheld and paid in connection with amounts paid established for the payment thereof. WABC or owing the WABC Subsidiaries have not been requested to give any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any currently effective waivers extending the statutory period of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains tax return required to be filed by any of them for any period and, as of the date of this Agreement and the Effective Date (except as disclosed to ValliCorp in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior to and including 2019 have been examined by the IRS or are Tax Returns writing with respect to which occurrences after the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and date hereof) (A) there are no claims pending against WABC and the WABC Subsidiaries for any alleged deficiency in the payment of any taxes, and, except as Previously Disclosed, WABC does not know of any pending or threatened in writing or pending disputes, claims, audits, examinations investigations or other proceedings regarding claims for unpaid taxes or relating to any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies liability in respect of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither TCFC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among TCFC and its Subsidiaries). Neither TCFC nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed taxes; and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its incomeknowledge of WABC, assets or operations. Section 5.03(p) there have been no events, including a change in ownership, that would result in a reappraisal and establishment of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf a new base-year full value for purposes of Articles XIII.A of the TCFC Group that California Constitution, of any real property with a book value in excess of $250,000 owned in whole or in part by WABC and the WABC Subsidiaries or to the best of WABC's knowledge, of any real property with aggregate remaining lease payments of $250,000 or more leased by WABC and the WABC Subsidiaries. Neither WABC nor any WABC Subsidiary will have been examined by any Tax authority since January 1, 2018liability for any such taxes in excess of the amounts so paid or reserves or accruals so established.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vallicorp Holdings Inc)

Tax Matters. (i) Each of TCFC Frontier and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are tax returns required to be filed by it, it (and all such Tax Returns returns are true, correct, complete and complete correct in all material respects. Neither TCFC nor ), has paid in full on a timely basis all Taxes that are imposed under any of its Subsidiaries is the beneficiary of laws or by any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of TCFC and its Subsidiaries (whether or not shown on any Tax Returns) relevant taxing authority that are due have been fully and timely paidpayable and has made adequate provision in the financial statements referred to above for the payment of all Taxes not then due and payable including all Taxes shown to be payable on the returns or on subsequent assessments with respect thereto and no other Taxes are payable by Frontier or its Subsidiaries with respect to the items or time periods covered by the returns. Each of TCFC Frontier and its Subsidiaries has withheld made adequate and paid all material timely payment of instalments of the Taxes required to have been withheld and paid in connection with amounts paid for the taxation period ending on or owing immediately before the Expiry Time. With respect to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of its Subsidiaries has granted any extension or waiver of the limitation taxation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCFC and its Subsidiaries for all years prior up to and including 2019 the Expiry Time for which tax returns have not yet been examined by the IRS filed or for which Taxes are Tax Returns with respect to which the applicable period for assessment under applicable lawnot yet due and payable, after giving effect to extensions or waiverseach of Frontier and its Subsidiaries, has expired. Neither TCFC nor any only incurred liabilities for Taxes in the ordinary course of its Subsidiaries has received written notice business consistent with past practice. Except as disclosed in writing to Eldorado on or prior to the date of assessment or proposed assessment in connection with any material amount of Taxesthis Agreement, and there are no threatened in writing outstanding waivers of any limitation periods or pending disputes, claims, audits, examinations or other proceedings regarding agreements providing for an extension of time for the filing of any material Tax of TCFC and its Subsidiaries tax return or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies payment of any private letter ruling requests, closing agreements Taxes. No deficiencies exist or gain recognition agreements have been asserted with respect to Taxes requested of Frontier or executed in the last six (6) years. Neither TCFC its Subsidiaries, neither Frontier nor any of its Subsidiaries is a party to any action or proceeding or assessment or collection of Taxes, nor has any such event been asserted or threatened against Frontier nor its Subsidiaries or any of their respective assets and, to the best of Frontier’s knowledge, as of the date of this Agreement none of Frontier or its Subsidiaries is bound by subject to any Tax sharingassessments, allocation penalties or indemnification agreement levies with respect to Taxes that will result in any liability on its part in respect of any period ending on or arrangement (other than such an agreement before the Expiry Time in excess of the amount provided for in the financial statements referred to above. Except as disclosed in writing to Eldorado on or arrangement exclusively between or among TCFC prior to the date of this Agreement, to the knowledge of Frontier and its Subsidiaries). Neither TCFC nor any , no audit, investigation, assessment or reassessment of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) Taxes is reasonably anticipated or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the last three (3) years relating to Taxes due from or with respect to the TCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018imminent.

Appears in 1 contract

Samples: Transaction and Support Agreement (Eldorado Gold Corp /Fi)

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