Tax Related Representations and Warranties Sample Clauses

Tax Related Representations and Warranties. (“Tax Reps”). Seller hereby represents and warrants to Buyer as follows:
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Tax Related Representations and Warranties. (a) Buyer has no plan or intention to reacquire any of its stock issued in this transaction. (b) Buyer has no plan or intention to sell or otherwise dispose of any of the assets of Seller acquired in this transaction, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code. (c) Following this transaction, Buyer will use a significant portion of Seller's historic business assets in a business. (d) Buyer does not own, directly or indirectly, nor has it owned during the past five years, directly or indirectly, any stock of Seller. 5.9.
Sample 1
Tax Related Representations and Warranties. The parties intend to adopt this Agreement as a tax-free plan of reorganization and to consummate the Merger in accordance with the provisions of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code") by virtue of the provisions of Section 368(a)(2)(D) of the Code. The parties believe that the value of the Buyer Common Stock to be issued to the Shareholders in the Merger, together with the cash portion of the Merger Consideration, is equal, in each instance, to the value of the Seller Shares to be surrendered in exchange therefor. Buyer and Acquisition Subsidiary will pay their respective expenses, if any, incurred in connection with the Merger. Buyer represents and warrants that, (a) the only liabilities of Acquisition Subsidiary are those incurred in connection with its incorporation and organization and in connection with the Merger; (b) immediately following the Merger, Acquisition Subsidiary will hold at least 90% of the fair market value of the net assets of Seller and at least 70% of the fair market value of the gross assets of Seller held immediately prior to the Merger; (c) prior to the Merger, Buyer will be in control of Acquisition Subsidiary within the meaning of Section 368(c) of the Code; (d) Buyer has no present plan or intention to (i) issue additional shares of the common stock of Acquisition Subsidiary after the Merger that would result in Buyer losing control of Acquisition Subsidiary within the meaning of Section 368(c) of the Code; (ii) reacquire any of the shares of Buyer Common Stock issued to the Shareholders in the Merger; or (iii) liquidate the Surviving Corporation or merge the Surviving Corporation with or into another corporation or sell or otherwise dispose of the stock of the Surviving Corporation or cause the Surviving Corporation to sell or otherwise dispose of any of its assets or any of the assets acquired from Seller (except for dispositions made in the ordinary course of business or transfers described in Section 368 (a)(2)(C) of the Code); (e) it has not owned, nor has it owned during the past five years, any shares of stock of Seller and (f) neither it nor the Acquisition Subsidiary are investment companies as defined in Section 368 (a)(2)(F)(iii) and (iv) of the Code. The parties shall not take a position on any tax returns inconsistent with this Section. In addition, Buyer represents now, and as of the Closing Date, that it presently intends to continue Seller's historic business or use a...
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Tax Related Representations and Warranties 
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Related to Tax Related Representations and Warranties

  • FUND REPRESENTATIONS AND WARRANTIES Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Special Representations and Warranties Without in any way limiting the other representations and warranties set forth in this Agreement, and after reasonable investigation and inquiry, Borrower hereby specially represents and warrants to the best of Borrower’s knowledge as of the date of this Agreement as follows:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • General Representations and Warranties To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Obligor represents and warrants that:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Your Representations and Warranties You represent and warrant to the Company that:

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

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