Tax Representations and Warranties. The Holder hereby represents and warrants that neither the Holder nor any of its Affiliates is aware of the existence of or has knowledge of any fact, agreement, plan or circumstance, or has taken or agreed to take any action, that could reasonably be expected to prevent or impede the Intended Tax Treatment.
Tax Representations and Warranties. Except as disclosed in Disclosure Schedule 3.06:
(i) all Returns of CCBG or a Subsidiary, including estimated returns and reports of every kind with respect to Taxes, which are due to have been filed in accordance with Applicable Law, have been duly filed, and all such Returns are correct and complete in all respects; no such Return contains any position which is or would be subject to penalties under IRC section 6662 (or any corresponding provision of state, local or foreign Tax law);
(ii) there are currently no extensions of time in effect with respect to the dates on which any Returns of CCBG or a Subsidiary were or are due to be filed;
(iii) all deficiencies asserted as a result of any examination of any Return have been paid in full, accrued on the books of CCBG or a Subsidiary, as a current tax liability, or finally settled;
(iv) since December 31, 1992 no claims have been asserted and, to the knowledge of CCBG, no proposals or deficiencies for any Taxes are being asserted, proposed or threatened, and no audit or investigation of any Return is currently being conducted, is pending or, to CCBG's knowledge, threatened, against CCBG or a Subsidiary;
(v) since December 31, 1992, there have been no adjustments proposed by taxing authorities in connection with any Return of CCBG or a Subsidiary;
(vi) there are no outstanding waivers or agreements by CCBG or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any waivers of the statute of limitations in respect of Taxes for which CCBG or any Subsidiary may have any liability or any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by CCBG or any Subsidiary or any other matter pending between CCBG or any Subsidiary and any taxing authority;
(vii) there are no liens for Taxes upon any property or assets of CCBG or any Subsidiary except liens for current Taxes not yet due, nor are there any liens which are pending, or to CCBG's knowledge, threatened;
(viii) there are no outstanding rulings issued since December 31, 1992 of, or outstanding requests for rulings with, any Taxing authority addressed to CCBG or a Subsidiary that are binding on CCBG or a Subsidiary;
(ix) no assets of CCBG or any Subsidiary or of any "related person," as that term is defined in IRC section 144(a)(3) (or section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended (the "1954 IRC")), ...
Tax Representations and Warranties. Notwithstanding any contrary ---------------------------------- disclosure made elsewhere in this Agreement or in the negotiations leading up to this Agreement, the Company and the Shareholders hereby jointly and severally -- represent, covenant and warrant to Acquiror and Acquiror's Subsidiary as set forth below in this Article X. All representations and warranties in this Article X are deemed to be made by Shareholders on, and be effective as of, the Closing Date.
(a) The Company has duly and timely filed or caused to be filed all federal, state, local and foreign income, franchise, excise, payroll, sales and use, property and withholding tax returns, reports, estimates and information and other statements or returns (collectively "Returns") required to be filed by or on behalf of it pursuant to any applicable federal, state, local or foreign tax laws for all years and periods for which such Tax Returns have become due. All such Returns were believed by the Company to be materially correct as filed and to correctly reflect any Tax or Taxes required to be paid or collected by (or allocable to or collectible from) the Company. Returns for federal income taxes for the 1997 and 1998 tax years are in the process of being amended by the Company (the "Amended Returns") and it is anticipated that additional taxes will be owed. As amended, such return will correctly reflect any Taxes required to be paid or collected by the Company.
(b) The Company has paid or will pay prior to Closing all Taxes, or where payment is not yet due, has established or will establish, consistent with past practice, an adequate reserve on its books and records for the payment of all Taxes with respect to any taxable period ending on or prior to the Closing Date and, in addition, the Preliminary Audited Financial Statements reflect as of August 31, 1999 deferred tax provisions in accordance with generally accepted accounting principles.
(c) The Company has not (i) filed prior to the Closing Date any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by the Company,
Tax Representations and Warranties. All material Tax Returns required to have been filed by or with respect to the Purchased Entities, the Purchased Assets or the Assumed Liabilities have been filed (taking into account extensions), and all such Tax Returns were correct and complete in all material respects. All material Taxes shown to be due on such Tax Returns have been paid or will be paid by the due date thereof. There is no action, suit, proceeding, investigation, audit or claim pending or threatened in writing with respect to any material Taxes of the Purchased Entities, the Purchased Assets or the Assumed Liabilities. None of the Purchased Entities has granted any extension or waiver of the statute of limitations applicable to any material Tax Return, which period (after giving effect to any extension or waiver) has not yet expired. Each of the Purchased Entities has complied with all applicable Laws relating to the payment and withholding of material Taxes and has duly and timely withheld and paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over.
Tax Representations and Warranties. (a) Immediately after the Share Exchange, EOG India HoldCo will be engaged in the active conduct of a trade or business within the meaning of section 355(b)(1)(A) (without regard to section 355(b)(2)(B)) of the Code.
(b) Following the Share Exchange, EOG India Cayco will continue, independently of EOG and EOG International and with its separate employees, the active conduct of the business conducted by EOG India Cayco prior to the Share Exchange.
(c) Enron has no plan or intention to sell, exchange, transfer by gift, or otherwise dispose of any stock in, or securities of, any of the Acquired Companies following the Share Exchange.
(d) There is no plan or intention by any of the Acquired Companies to redeem or otherwise acquire any of its outstanding stock following the Share Exchange.
(e) There is no plan or intention to sell or otherwise dispose of the assets of any of the Acquired Companies following the Share Exchange, except in the ordinary course of business.
(f) Following the Share Exchange, EOG India Cayco will use the Contributed Amount for expansion of its existing business and to make debt and equity investments in related and unrelated parties for use in operations outside the United States.
(g) It is Enron's intention to sell the Retained Shares in the manner permitted by Section 6.2(c) as soon as is reasonably practical and consistent with market conditions.
(h) Enron has no plan or intention to violate, or take any action inconsistent with, any of its covenants in Section 6.1 or 6.3 of this Agreement.
(i) Enron has owned, either directly or through a wholly owned subsidiary of Enron, the Exchanged Shares and the Retained Shares during the entire period beginning on October 9, 1990 and ending on the Closing Date. During such period, Enron has not acquired any of the Exchanged Shares or the Retained Shares by purchase (within the meaning of section 355(d) of the Code).
(j) To the knowledge of Enron, no disposition by Enron or any Affiliate of Enron of EOG Common Stock during the five-year period preceding the Closing Date was made to one or more Persons acting pursuant to a plan or arrangement of such Person or Persons to acquire at least 50% of the outstanding shares of EOG Common Stock.
(k) The dispositions by Enron of EOG Common Stock in March 1996, May 1996, June 1996, August 1996, September 1996 and November 1996 were made on the open market in broker transactions. The dispositions by Enron of EOG Common Stock in December 1995 were made in...
Tax Representations and Warranties. (a) EOG has owned all of the outstanding stock of EOG International, and EOG International has (or, if the EOG International Merger occurs, then EOG International and EOG, collectively, have) owned all of the EOG India Shares, during the entire five-year period ending on the date of the Share Exchange.
(b) Immediately after the Share Exchange, EOG will be engaged in the active conduct of a trade or business within the meaning of section 355(b)(2) of the Code, and such trade or business has been actively conducted throughout the five-year period ending on the date of the Share Exchange.
(c) Following the Share Exchange, EOG will continue, independently of the Acquired Companies and with its separate employees, the active conduct of the business conducted by EOG prior to the Share Exchange.
(d) EOG intends to complete on the Closing Date or within one year after the Closing Date a stock offering of at least 10,000,000 shares of EOG Common Stock the proceeds of which will be used to fund operations, capital expenditures, acquisitions, the retirement of indebtedness, or other business needs, unless market conditions change materially and adversely with respect to completion of such stock offering on or after the Closing Date.
(e) To their knowledge, the management of EOG is not aware of any plan or intention on the part of any particular shareholder or security holder of EOG (other than Enron) to sell, exchange, transfer by gift, or otherwise dispose of any stock in, or securities of, EOG following the Share Exchange, other than through public market trading.
(f) There is no plan or intention by EOG, directly or through any Subsidiary, to purchase any of its outstanding stock following the Share Exchange.
(g) EOG has no plan or intention to sell or otherwise dispose of the assets of EOG after the Share Exchange, except in the ordinary course of business and except for sales or dispositions of assets that EOG believes do not have significant value.
(h) None of EOG, EOG International and EOG India HoldCo is an investment company as defined in section 368(a)(2)(F)(iii) and (iv) of the Code.
(i) Neither EOG nor EOG International will own any equity interest in EOG India HoldCo following the Share Exchange.
(j) As of the time immediately prior to the Share Exchange, EOG India HoldCo has never had any Texas gross receipts for Texas franchise tax purposes.
Tax Representations and Warranties. (a) The Company has timely filed all Tax Returns that were required to be filed by the Company. All such Tax Returns are complete, accurate and correct in all respects and were prepared in compliance with all applicable laws. All Taxes owed by the Company (whether or not shown on any Tax Return) have been paid. No penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax. The amounts set forth as liabilities for Taxes on the financial statements of the Company are sufficient, in the aggregate, for the payment of all unpaid Taxes, whether or not disputed, accrued or applicable, adjusted for the passage of time through the Closing Date, in accordance with the past custom and practice of the Company in filing its Tax Returns. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a governmental body or authority in a jurisdiction where the Company does not file a Tax Return that it is or may be subject to taxation by that jurisdiction. The Company is not responsible for the Taxes of any other Person (“Person”) as a transferee or successor by contract or otherwise (including, without limitation, pursuant to Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign law).
(b) The Company is and has since the date of its formation been taxed as a “C corporation” for federal and state income Tax purposes and has never elected to be taxed as an “S corporation.” The Company is not and has never a member of an affiliated, consolidated, combined, unitary or similar group of corporations or other entities for federal, state, local of foreign Tax purposes.
(c) The Company has (i) withheld and collected all Taxes required to be withheld and collected (including, without limitation, Taxes required to be withheld and collected from all employees, clients, customers, independent contractors, creditors, shareholders and any other applicable payees) proper and accurate amounts for all taxable periods in compliance with all Tax withholding provisions of applicable federal, state, local and foreign laws, and all Forms W-2, 1099 or other form or Tax Return required with respect thereto have been properly completed and timely filed (ii) remitted, or will remit on a timely basis, such amounts to the appropriate governmental body or authority, (iii) furnished or been furnished properly comple...
Tax Representations and Warranties. (a) Except to the extent as would not have a material adverse effect on NBH or its Subsidiaries:
(i) each of Parent and its Subsidiaries has (1) duly and timely filed or caused to be filed all Tax Returns required to be filed by them with the appropriate Taxing Authority, and each Tax Return of Parent and its Subsidiaries is true, complete and correct in all material respects, and (2) paid all Taxes due or claimed due by a Taxing Authority (whether or not shown as due on a filed Tax Return) from or with respect to it; and
(ii) there are no currently proposed or pending adjustments by any Taxing Authority in connection with any Tax Returns relating to NBH or any of its Subsidiaries, and no waiver or extension of any statute of limitations as to any U.S. federal, state, local or non-U.S. Tax matter relating to each of NBH and its Subsidiaries has been given by or requested from Parent or its Subsidiaries with respect to any Tax year.
(b) Neither NBH nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement, or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.
Tax Representations and Warranties. IMMC represents and warrants to the other parties to this Agreement that:
(a) IMMC has filed all Tax Returns required to be filed and no Taxes are currently due. All such Tax Returns were complete and correct in all respects. No portion of any Tax Return that relates to the operation of IMMC has been the subject of any audit, action, suit, proceeding, claim or examination by any governmental authority, and no such audit, action, suit, proceeding, claim, deficiency or assessment is pending or, to the knowledge of IMMC, threatened. There are no liens for taxes upon the assets. IMMC does not have, and has not had, a permanent establishment in any foreign country, as defined in any applicable tax treaty or convention between the United States and such foreign country. IMMC does not have any liability for the taxes of any person (other than IMMC) under Treasury Regulation Section 1.1502-6 (or any corresponding provision of state, local or foreign tax law), as a transferee or successor, by contract, or otherwise. No portion of the purchase price is subject to any tax withholding provision of federal, state, local or foreign law.
(b) IMMC does not have employees, independent contractors, creditors or other third parties for whom Taxes are required to be withheld.
(c) No state of facts exists or has existed that would constitute grounds for the assessment against Intrepid or the Intrepid Shareholders, whether by reason of transferee liability or otherwise, of any liability for any tax of anyone other than Intrepid and the Intrepid Shareholders.
(d) IMMC has no tax liability for the Pre-Closing Tax Period.
(e) IMMC has received no revenue upon which an assessment for taxes could be based.
Tax Representations and Warranties. Intrepid represents and warrants to the other parties to this Agreement that:
(a) Intrepid has filed all tax returns required to be filed and no taxes are currently due. All such tax returns were complete and correct in all respects. No portion of any tax return that relates to the operation of the business has been the subject of any audit, action, suit, proceeding, claim or examination by any governmental authority, and no such audit, action, suit, proceeding, claim, deficiency or assessment is pending or, to the knowledge of Intrepid, threatened. Intrepid is not currently the beneficiary of any extension of time within which to file its tax returns for the most recent fiscal year, and Intrepid has not waived any statute of limitation with respect to any tax or agreed to any extension of time with respect to a tax assessment or deficiency. There are no liens for taxes upon the assets. Intrepid does not have, and has not had, a permanent establishment in any foreign country, as defined in any applicable tax treaty or convention between the United States and such foreign country. Intrepid does not have any liability for the taxes of any person (other than Intrepid) under Treasury Regulation Section 1.1502-6 (or any corresponding provision of state, local or foreign tax law), as a transferee or successor, by contract, or otherwise. No portion of the purchase price is subject to any tax withholding provision of federal, state, local or foreign law.
(b) Intrepid has employees, independent contractors, creditors or other third parties for whom taxes are required to be withheld and covenants that it has withheld, and, when due, remitted the required payroll taxes, both federal, state, and, if applicable, local, in full.
(c) No state of facts exists or has existed that would constitute grounds for the assessment against IMMC or the IMMC participating shareholders, whether by reason of transferee liability or otherwise, of any liability for any tax of anyone other than IMMC or the IMMC participating shareholders.
(d) Intrepid has no tax liability for the Pre-Closing tax period.
(e) Intrepid has received revenue in the current fiscal year upon which an assessment for taxes could be based.
