Tax Representations of Diageo Sample Clauses

Tax Representations of Diageo. Each of Diageo and Pillsbury hereby represents and warrants to General Mills and Merger Sub as follows:
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Tax Representations of Diageo. Each of Diageo and Pillsbury hereby represents and warrants to General Xxxxx and Merger Sub as follows: (a) The Business Entities have duly filed or caused to be filed (or had filed on their behalf) all material federal, state, local and foreign Tax Returns (including, but not limited to, those filed on a consolidated, combined or unitary basis) required to have been filed by (or on behalf of) any of them. All of the foregoing Tax Returns are true and correct in all material respects, and the Business Entities have, within the time and manner prescribed by applicable law, paid all material Taxes required to be paid in respect of the periods covered by such Tax Returns or otherwise due to any Taxing Authority other than any Taxes the validity of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves in accordance with U. S. GAAP have been provided. Except as set forth in Section 7.1(a) of the Diageo Disclosure Schedule, none of the Business Entities has requested or filed any document having the effect of causing any extension of time within which to file any material Tax Returns in respect of any fiscal year which have not since been filed. Except as set forth in Section 7.1(a) of the Diageo Disclosure Schedule, no deficiencies for any material Tax have been proposed, asserted or assessed in writing, in each case, by any Taxing Authority, against any of the Business Entities. Except as set forth in Section 7.1(a) of the Diageo Disclosure Schedule, none of the Business Entities is the subject of any currently ongoing material Tax audit. Except as set forth in Section 7.1(a) of the Diageo Disclosure Schedule, there are no pending requests for waivers of the time to assess any material Tax, other than those made in the ordinary course and for which payment has been made. Except as set forth in Section 7.1(a) of the Diageo Disclosure Schedule, none of the Business Entities 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. There are no material liens with respect to Taxes upon any of the properties or assets, real or personal, tangible or intangible of any of the Business Entities (other than liens for Taxes not yet due). No material claim has ever been made in writing by a Taxing Authority in a jurisdiction where a Business Entity does not file Tax Returns that such Business Entity is or may be subj...
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Related to Tax Representations of Diageo

  • Tax Representations Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

  • Payer Tax Representations For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.

  • Tax Representation The Grantee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Award Agreement. The Grantee is relying solely on such advisors and not on any statement or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Award Agreement.

  • Tax Representation Letters (a) The ARPI Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(e) and Section 8.3(f), (ii) deliver to Hunton & Xxxxxxxx LLP, counsel to ARPI, and Xxxxx Lovells US LLP, counsel to AMH, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, a tax representation letter, dated as of the effective date of the Form S-4 (as relevant) and the Closing Date and signed by an officer of ARPI for itself and for ARP GP, as general partner of ARP OP, in form and substance as set forth in Exhibit B, which representations shall be subject to such changes or modifications from the language set forth on such exhibit as may be deemed necessary or appropriate by Hunton & Xxxxxxxx LLP or Xxxxx Lovells US LLP and shall be reasonably acceptable to and approved by AMH (which approval shall not be unreasonably conditioned, withheld or delayed), containing representations of the ARPI Parties for purposes of rendering the opinions described in Section 8.2(e) and Section 8.3(e) (and any similar opinion dated as of the effective date of the Form S-4), and (iii) deliver to Xxxxx Lovells US LLP, counsel to AMH, and Hunton & Xxxxxxxx LLP, counsel to ARPI, or other counsel described in Section 8.3(f), respectively, tax representation letters, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of ARPI for itself and for ARP GP, as general partner of ARP OP, in form and substance as shall be mutually agreeable to ARPI and AMH, containing representations of the ARPI Parties as shall be reasonably necessary or appropriate to enable Xxxxx Lovells US LLP to render an opinion on the effective date of the Form S-4 and on the Closing Date, as described in Section 8.2(f), respectively, and Hunton & Xxxxxxxx LLP to render an opinion on the effective date of the Form S-4 and on the Closing Date, as described in Section 8.3(f), respectively.

  • Payer Tax Representation Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

  • Payee Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • No Tax Representations Each party acknowledges that it is relying solely on its advisors to determine the tax consequences of the transactions contemplated hereunder and that no representation or warranty has been made by any party as to the tax consequences of such transactions except as otherwise specifically set forth in this Agreement.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

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