Common use of Tax Representations and Covenants Clause in Contracts

Tax Representations and Covenants. Except as set forth on Schedule 8.2(a), to the Knowledge of the CPP Management: (a) all Tax returns, statements, reports and forms (including estimated tax or information returns and reports) required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of CPP (collectively, the "RETURNS") have been or will be timely filed when due in accordance with all applicable laws, except where the failure to file would not subject CPP to any liabilities (including any interest, penalties or addition-to-tax); (b) as of the time of filing, the Returns correctly reflected (and, as to any Returns not filed as of the Effective Date, will correctly reflect) in all material respects the facts regarding the income, business, assets, operations, activities and status of CPP and any other information, as required to be shown therein; (c) all Taxes due and payable (whether shown on or reportable on the Returns) have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (d) the charges, accruals and reserves for Taxes with respect to CPP for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the April 30 Balance Sheet (excluding any provision for deferred income taxes), as adjusted for operations and transactions in the ordinary course of business since the date of the April 30 Balance Sheet, are adequate to cover such Taxes; (e) CPP is not delinquent in the payment of any Tax nor has it requested any extension of time within which to file any Return, which Return has not yet been filed; (f) CPP has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; (g) there is no Proceeding now pending or, to the knowledge of CPP, threatened against or with respect to CPP in respect of any Tax or Tax Asset; (h) CPP has not filed any request for ruling or determination of any Taxing Authority in respect of any Tax which has been denied during the past five years or which is pending; (i) CPP does not own any interest in real property in any jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property; (j) CPP has not been a member of an affiliated, consolidated, combined or unitary group and is not liable for the taxes of any other Person; (k) all information set forth in the notes to the Financial Statements relating to Tax matters is true and complete; (l) CPP is not a party to any Tax Sharing Agreement or is otherwise under any obligation to pay any third party an amount with respect to any Tax; (m) since the date of the April 30 Balance Sheet, neither CPP nor any Affiliate of CPP has, to the extent it may affect or relate to CPP, made or changed any tax election, changed any annual tax accounting period, adopted or changed any method of tax accounting, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, if any such action would have the effect of increasing the Tax liability or decreasing any Tax Asset of CPP; (n) since the date of the April 30 Balance Sheet, CPP has not reserved any amount for or made any payment of Taxes to any other Person or any Taxing Authority except for such Taxes as were due or payable to the Taxing Authority or had been properly estimated in accordance with applicable law as applied in a manner consistent with past practices of CPP; and (o) CPP is in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any government to which it may be subject or which may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance.

Tax Representations and Covenants. (a) Except as set forth in the Balance Sheet or otherwise disclosed to Buyer or on Schedule 8.2(a), 7.02 (a) the Company represents and warrants to the Knowledge Buyer as of the CPP Managementdate hereof as follows: (ai) all Tax returns, statements, reports and forms (including estimated tax or information returns and reports) required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of CPP the Company (collectively, the "RETURNSReturns") have been or will be timely filed when due in accordance with all applicable laws, except where the failure to file would not subject CPP the Company to any liabilities (including any interest, penalties or addition-to-tax); (bii) as of the time of filing, the Returns correctly reflected (and, as to any Returns not filed as of the Effective Datedate hereof, will correctly reflect) in all material respects the facts regarding the income, business, assets, operations, activities and status of CPP the Company and any other information, as required to be shown therein; (ciii) all Taxes shown as due and payable (whether shown on or reportable on the Returns) Returns that have been filed have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (div) the charges, accruals and reserves for Taxes with respect to CPP the Company for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the April 30 Balance Sheet and the books of the Company (excluding any provision for deferred income taxes), as adjusted for operations and transactions in the ordinary course of business since the date of the April 30 Balance Sheet, ) are adequate to cover such Taxes; (ev) CPP the Company is not delinquent in the payment of any Tax nor or has it requested any extension of time within which to file any Return, which Return has not yet been filed; (fvi) CPP the Company (or any member of any affiliated, consolidated, combined or unitary group of which the Company is or has been a member) has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; (gvii) there is no Proceeding claim, audit, action, suit, proceeding, or investigation now pending oror threatened (including, any issues that, to the knowledge knowldge of CPPthe Company, threatened may be raised by any Taxing Authority) against or with respect to CPP the Company in respect of any Tax or Tax Asset; (hviii) CPP the Company has not filed any request for ruling or determination of any Taxing Authority in respect of any Tax which has been denied during the past five years or which is pending; (iix) CPP the Company does not own any interest in real property in the State of New York or in any other jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property; (jx) CPP the Company has not been a member of an affiliated, consolidated, combined or unitary group and is not liable for the taxes of any other Persongroup; (kxi) all information set forth in the notes to the Financial Statements relating to Tax matters is true and complete; (l) CPP Company is not a party to any Tax Sharing Agreement or is otherwise under any obligation to pay any third party an amount with respect to any Tax; (mxii) since the date of the April 30 Balance Sheet, neither CPP nor Company or any Affiliate of CPP hasthe Company has not, to the extent it may affect or relate to CPPthe Company, made or changed any tax election, changed any annual tax accounting period, adopted or changed any method of tax accounting, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, if any such action which would have the effect of increasing the Tax liability or decreasing any Tax Asset of CPP;the Company; and (nxiii) since prior to the date of Closing Date, the April 30 Balance Sheet, CPP has Company shall not reserved reserve any amount for or made make any payment of Taxes to any other Person person or any Taxing Authority except for such Taxes as were are due or payable to the Taxing Authority or had have been properly estimated in accordance with applicable law as applied in a manner consistent with past practices practice of CPP; andthe Company. (ob) CPP is in compliance with the terms and conditions Schedule 7.02(b) contains a list of any applicable Tax exemptions, Tax agreements all jurisdictions (whether foreign or Tax orders of any government domestic) to which it may be subject or which may have claimedany Tax is properly payable by the Company. (c) Schedule 7.02(c) contains an accurate description of current audit issues relating to any Tax, and Schedule 7.02(c) contains copies of revenue agent's or similar reports furnished by any Taxing Authority for the transactions contemplated by this Agreement will taxable years which have not have any adverse been examined and closed or with respect to which the applicable period for assessment under applicable law, after giving effect on such complianceto extensions or waivers, has expired.

Tax Representations and Covenants. (a) Except as set forth in the Balance Sheet (including the notes thereto) or on Schedule 8.2(aSchedul e 7.02(a), to the Knowledge of the CPP Management:. (ai) all Tax returns, statements, reports and forms (including estimated tax or information returns and reports) required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of CPP the Company (collectively, the "RETURNSReturns") have been or will be timely filed when due in accordance with all applicable laws, except where the failure to file would not subject CPP the Company to any liabilities (including any interest, penalties or addition-to-tax); (bii) as of the time of filing, the Returns correctly reflected (and, as to any Returns not filed as of the Effective Datedate hereof, will correctly reflect) in all material respects the facts regarding the income, business, assets, operations, activities and status of CPP the Company and any other information, as required to be shown therein; (ciii) all Taxes shown as due and payable (whether shown on or reportable on the Returns) Returns that have been filed have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (div) the charges, accruals and reserves for Taxes with respect to CPP the Company for any Pre-Closing Tax Period (including any Pre-Pre- Closing Tax Period for which no Return has yet been filed) reflected on the April 30 Balance Sheet and the books of the Company (excluding any provision for deferred income taxes), as adjusted for operations and transactions in the ordinary course of business since the date of the April 30 Balance Sheet, ) are adequate to cover such Taxes; (ev) CPP the Company is not delinquent in the payment of any Tax nor or has it requested any extension of time within which to file any Return, which Return has not yet been filed; (fvi) CPP the Company (or any member of any affiliated, consolidated, combined or unitary group of which the Company is or has been a member) has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; (gvii) there is no Proceeding claim, audit, action, suit, proceeding, or investigation now pending oror threatened (including, any issues that, to the knowledge of CPPthe Controlling Shareholders, threatened may be raised by any Taxing Authority) against or with respect to CPP the Company in respect of any Tax or Tax Asset; (hviii) CPP the Company has not filed any request for ruling or determination of any Taxing Authority in respect of any Tax which has been denied during the past five years or which is pending; (iix) CPP the Company does not own any interest in real property in the State of New York or in any other jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property; (jx) CPP the Company has not been a member of an affiliated, consolidated, combined or unitary group and is not liable for the taxes of any other Persongroup; (kxi) all information set forth in the notes to the Financial Statements Balance Sheet relating to Tax matters is true and complete; (lxii) CPP the Company is not a party to any Tax Sharing Agreement or is otherwise under any obligation to pay any third party an amount with respect to any Tax; (mxiii) since the date of the April 30 Balance SheetSheet Date, neither CPP the Company nor any Affiliate of CPP the Company has, to the extent it may affect or relate to CPPthe Company, made or changed any tax election, changed any annual tax accounting period, adopted or changed any method of tax accounting, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, if any such action would have the effect of increasing the Tax liability or decreasing any Tax Asset of CPP;the Company; and (nxiv) since the date of Balance Sheet Date, the April 30 Balance Sheet, CPP Company has not reserved any amount for or made any payment of Taxes to any other Person person or any Taxing Authority except for such Taxes as were due or payable to the Taxing Authority or had been properly estimated in accordance with applicable law as applied in a manner consistent with past practices practice of CPP; andthe Company. (ob) CPP is in compliance with the terms and conditions Schedule 7.02(b) contains a list of any applicable Tax exemptions, Tax agreements all jurisdictions (whether foreign or Tax orders of any government domestic) to which it may be subject or which may have claimed, and any Tax is properly payable by the transactions contemplated by this Agreement will not have any adverse effect on such complianceCompany.

Tax Representations and Covenants. (a) Except as set forth in the Balance Sheets (including the notes thereto) or on Schedule 8.2(a), to the Knowledge of the CPP Management:7.02 (ai) all Tax returns, statements, reports reports, declarations, remittances, information returns, forms and forms other documents of every nature (including estimated tax or information returns and reports) required to be filed with any Taxing Authority or in respect of any Taxes or in respect of any other provision in any domestic or foreign, federal, provincial, municipal, state, territorial or other taxing statute with respect to any Pre-Closing Tax Period by or on behalf of CPP any Group Company or any Subsidiary (collectively, the "RETURNSReturns") have been or will be timely filed with all appropriate Taxing Authorities when due in accordance with all applicable laws, laws except where the failure to file would not subject CPP with respect to any liabilities (including any interest, penalties or addition-to-tax)Return that is not due until after the Closing Date; (bii) as with the exception of Return that is not due until after the time of filing, Closing Date the Returns correctly reflected (and, as to any Returns not filed as of the Effective Datedate hereof, will correctly reflect) in all material respects the facts regarding the income, business, assets, operations, activities and status of CPP the Group Companies and the Subsidiaries and any other information, as required to be shown therein, are correct and complete in all material respects, and no material fact has been omitted therefrom; (ciii) all Taxes shown as due and payable (whether shown on or reportable on the Returns) Returns that have been filed, or on any assessments or reassessments in respect of any such Returns have been timely paidpaid in full, or withheld and remitted to the appropriate Taxing Authority; (div) the charges, accruals and reserves for Taxes with respect required to CPP be paid by the Group Companies and the Subsidiaries for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the April 30 Balance Sheet Sheets and the books of the Group Companies and the Subsidiaries (excluding any provision for deferred income taxes), as adjusted for operations and transactions in the ordinary course of business since the date of the April 30 Balance Sheet, ) are adequate to cover such TaxesTaxes in accordance with Canadian generally accepted accounting principles; (ev) CPP no Group Company nor any Subsidiary is not delinquent in the payment of any Tax nor required to be paid on or prior to the date thereof or has it requested any extension of time within which to file any Return, which Return has not yet been filed; (fvi) CPP no other Taxes in respect of any Pre-Closing Tax Period are payable by the Group Companies or the Subsidiaries, except to the extent such Taxes (A) are reflected on the Balance Sheets or (B) are reasonably attributable to a Group Company or the Subsidiaries for a Tax Period ending on the Closing Date and are unrelated to the transactions contemplated hereby or by the BEA Stock Purchase Agreement (other than due to any challenge, reassessment or reallocation of the valuation of any of the Services Business Assets (or liabilities assumed in connection therewith) from and after the Closing Date); (vii) no Group Company (or any member of any affiliated, consolidated, combined or unitary group of which any Group Company is or has not granted been a member) has granted, executed or filed with any Taxing Authority any extension or waiver of or agreement extending or waiving, the statute of limitations period period, or assessment or reassessment period, applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; (gviii) there is no Proceeding claim, audit, action, suit, proceeding, or investigation now pending oror threatened (including, any issues that, to the knowledge of CPPany Group Company, threatened any Subsidiary or the Controlling Shareholders, may be raised by any Taxing Authority) against or with respect to CPP any Group Company or any Subsidiary in respect of any Tax or Tax Asset; (hix) CPP has not filed any request for ruling there are no reassessments of Taxes of the Group Companies or determination of the Subsidiaries that have been issued and are outstanding and there are no outstanding issues which have been raised and communicated to the Group Companies or the Subsidiaries by any Taxing Authority for any taxation year in respect of which a Return of the Group Companies or Subsidiaries has been audited; (x) no Taxing Authority has challenged, disputed or questioned the Group Companies or the Subsidiaries in respect of Taxes or of any Returns; (xi) the Group Companies and the Subsidiaries are not negotiating any draft assessment or reassessment with any Taxing Authority; (xii) none of the Group Companies, the Subsidiaries or the Controlling Shareholders is aware of any contingent liabilities for Taxes or any grounds for an assessment or reassessment of the Group Companies or the Subsidiaries, including, without limitation, unreported benefits conferred on any shareholder of the Group Companies or Subsidiaries, aggressive treatment of income, expenses, credits or other claims for deduction under any Return other than as disclosed in the Balance Sheets, except for the Company's practice of paying substantial year-end bonuses to each of John Xxxx, Xxul Xxxxx, Xxlf Xxxxxxx xxx Learning Dimensions Inc.; (xiii) none of the Group Companies, the Subsidiaries or the Controlling Shareholders has received any indication from any Taxing Authority that an assessment or reassessment of the Group Companies or Subsidiaries is proposed in respect of any Tax which has been denied during the past five years or which is pendingTaxes, regardless of its merits; (ixiv) CPP does not own any interest all taxation years up to and including the taxation year ended July 31,1995 are considered closed by Canadian federal governmental bodies and all taxation years up to and including the taxation year ended July 31, 1994 are considered closed by provincial governmental bodies, in real property in any jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property; (j) CPP has not been a member of an affiliatedeach case, consolidated, combined or unitary group and is not liable for the taxes purposes of any other Personall Taxes; (k) all information set forth in the notes to the Financial Statements relating to Tax matters is true and complete; (l) CPP is not a party to any Tax Sharing Agreement or is otherwise under any obligation to pay any third party an amount with respect to any Tax; (m) since the date of the April 30 Balance Sheet, neither CPP nor any Affiliate of CPP has, to the extent it may affect or relate to CPP, made or changed any tax election, changed any annual tax accounting period, adopted or changed any method of tax accounting, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, if any such action would have the effect of increasing the Tax liability or decreasing any Tax Asset of CPP; (n) since the date of the April 30 Balance Sheet, CPP has not reserved any amount for or made any payment of Taxes to any other Person or any Taxing Authority except for such Taxes as were due or payable to the Taxing Authority or had been properly estimated in accordance with applicable law as applied in a manner consistent with past practices of CPP; and (o) CPP is in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any government to which it may be subject or which may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance.

Tax Representations and Covenants. (a) Except as set forth in on Schedule 8.2(a7.02(a), to the Knowledge of the CPP Management:. (ai) all Tax returns, statements, reports and forms (including estimated tax or information returns and reports) required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of CPP the Company (collectively, the "RETURNSReturns") have been or will be timely filed when due in accordance with all applicable laws, except where the failure to file would not subject CPP the Company to any liabilities (including any interest, penalties or addition-to-tax); (bii) as of the time of filing, the Returns correctly reflected (and, as to any Returns not filed as of the Effective Datedate hereof, will correctly reflect) in all material respects the facts regarding the income, business, assets, operations, activities and status of CPP the Company and any other information, as required to be shown therein; (ciii) all Taxes due and payable (whether shown on or reportable on the Returns) have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (div) the charges, accruals and reserves for Taxes with respect to CPP the Company for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the April 30 Balance Sheet (excluding any provision for deferred income taxes), as adjusted for operations and transactions in the ordinary and usual course of business consistent with past practices since the date of the April 30 Balance Sheet, are adequate to cover such Taxes; (ev) CPP the Company is not delinquent in the payment of any Tax nor has it requested any extension of time within which to file any Return, which Return has not yet been filed; (fvi) CPP the Company has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; (gvii) there is no Proceeding claim, audit, action, suit, proceeding, or investigation now pending or, to the knowledge of CPPthe Company, threatened (including, any issues that, to the knowledge of the Company and the Controlling Shareholder, may be raised by any Taxing Authority) against or with respect to CPP the Company in respect of any Tax or Tax Asset; (hviii) CPP the Company has not filed any request for ruling or determination of any Taxing Authority in respect of any Tax which has been denied during the past five years or which is pending; (iix) CPP the Company does not own any interest in real property in the State of New York or in any other jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property; (jx) CPP the Company has not been a member of an affiliated, consolidated, combined or unitary group and is not liable for the taxes of any other Person; (kxi) all information set forth in the notes to the Financial Statements Balance Sheet relating to Tax matters is true and complete; (lxii) CPP the Company is not a party to any Tax Sharing Agreement or is otherwise under any obligation to pay any third party an amount with respect to any Tax; (mxiii) since the date of the April 30 Balance SheetSheet Date, neither CPP the Company nor any Affiliate of CPP the Company has, to the extent it may affect or relate to CPPthe Company, made or changed any tax election, changed any annual tax accounting period, adopted or changed any method of tax accounting, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, if any 32 40 such action would have the effect of increasing the Tax liability or decreasing any Tax Asset of CPPthe Company; (nxiv) since the date of Balance Sheet Date, the April 30 Balance Sheet, CPP Company has not reserved any amount for or made any payment of Taxes to any other Person person or any Taxing Authority except for such Taxes as were due or payable to the Taxing Authority or had been properly estimated in accordance with applicable law as applied in a manner consistent with past practices of CPPthe Company; and (oxv) CPP the Company is not and has not been a United States real property holding corporation with 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 and Buyer is not required to withhold tax on the purchase of the Shares of the Company by reason of Section 1445 of the Code. The Company is not a "consenting corporation" under Section 341(f) of the Code. The Company has not entered into any compensatory agreements with respect to the performance of services which payment thereunder would result in a nondeductible expense pursuant to Section 162(m) or 280G of the Code or an excise tax to the recipient of such payment pursuant to Section 4999 of the Code. The Company has not been the "distributing corporation" (within the meaning of Section 355(c)(2) of the Code) with respect to a transaction described in Section 355 of the Code within the 3-year period ending as of the date of this Agreement. The Company has not agreed, nor is it required to make, any adjustment under Code Section 481(a) by reason of a change in accounting method or otherwise. The Company is not a party to any joint venture, partnership or other agreement, contract or arrangement (either in writing or verbally, formally or informally) which could be treated as a partnerships for federal income tax purposes. The Company is in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any government to which it may be subject or which may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance. (b) Schedule 7.02(b) contains a list of all jurisdictions (whether foreign or domestic) to which any Tax is properly payable by the Company. (c) Schedule 7.02(c) contains an accurate description of current audit issues relating to any Tax, and Schedule 7.02(c) contains copies of revenue agent's or similar reports furnished by any Taxing Authority to the Company for any taxable year. (d) The Company has no net operating losses or other tax attributes presently subject to limitation under Code Sections 382, 383, or 384. (e) The Company has furnished Buyer with true and complete copies of all federal and state income or franchise tax returns for all periods ending on and after December 31, 1995. (f) The amounts set forth on Schedule 7.02(f) reflect, with respect to each holder of a Purchased Option, the correct amounts of (i) income Tax withholding, (ii) other amounts