Tax Returns and Audits. (i) Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by Parent and each of its subsidiaries with any Tax authority, except such Returns which are not material to Parent, and have paid all Taxes shown to be due on such Returns. (ii) Parent and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parent. (iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof. (vi) Neither Parent nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course. (vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code. (viii) Neither Parent nor any of its subsidiaries has filed 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 defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiaries. (ix) Neither Parent nor any of its subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement. (x) None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (At Home Corp), Merger Agreement (Excite Inc)
Tax Returns and Audits. (i) Parent and each of its subsidiaries have (a) prepared and timely filed all required income and other material Returns relating to any and all Taxes required to be filed by of Parent and each of its subsidiaries with any Tax authority, except and such Returns which are not true and correct in all material to Parent, respects and have (b) paid all Taxes shown they are required to be due on such Returnspay.
(ii) Parent and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parent.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor There is there any material no Tax deficiency outstanding, assessed or proposed or assessed in writing against Parent or any of its subsidiaries, and neither Parent nor has Parent or any of its subsidiaries has executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iviii) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified in writing of any request for such an audit or other examination.
(v) . No adjustment relating to any Returns Return filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof, which adjustment has not been resolved. No written claim has ever been made by a taxing authority that Parent or any of its subsidiaries is or may be subject to taxation in a jurisdiction in which it does not file Tax Returns.
(viiv) Neither As of the date of the Current Financials, neither Parent nor any of its subsidiaries has any liability had liabilities for any material unpaid Taxes which has had not been accrued for or reserved on Parent Balance Sheet in accordance with GAAPthe Current Financials, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
(viii) Neither neither Parent nor any of its subsidiaries has filed incurred any consent agreement under Section 341(f) liability for Taxes since the date of the Code or agreed to have Section 341(f)(2) Current Financials other than in the ordinary course of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiariesbusiness, consistent with past practices.
(ixv) Neither There are (and immediately following the Effective Time there will be) no Liens on the assets of Parent and its subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable or that are being contested in good faith pursuant to appropriate proceedings and for which adequate reserves have been established.
(vi) As of the date hereof, neither Parent nor any of its subsidiaries is party has taken or agreed to take any action, nor does Parent or has any obligation under of its subsidiaries have knowledge of any tax-sharing, tax indemnity fact or tax allocation agreement or arrangement.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property circumstance that could reasonably be expected to prevent the Transaction from qualifying as a reorganization within the meaning of Section 168(h368(a) of the Code.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (FOTV Media Networks Inc.)
Tax Returns and Audits. (i) Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by Parent and each of its subsidiaries with any Tax authority, except such Returns which are not material to Parent, and have paid all Taxes shown to be due on such Returns.
(ii) Parent and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parent.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed in writing (or otherwise, to Parent's knowledge, proposed) or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified in writing (or otherwise, to Parent's knowledge, notified) of any request for such an audit or other examination.
(v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet in accordance with GAAPSheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
(viii) Neither Parent nor any of its subsidiaries has filed 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 defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiariesParent.
(ix) Neither Parent nor any of its subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) Except as may be required as a result of the Merger, Parent and its subsidiaries have not been and will not be required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or Section 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Closing.
(xi) None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code.
(xii) Parent is not, and has not been at any time, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Healtheon Corp)
Tax Returns and Audits. (i) Parent Talarian and each of its subsidiaries have timely filed all Returns material federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes required to be filed by Parent or on behalf of Talarian and each of its subsidiaries with any Tax authority, except such Returns which are not true, correct and complete in all material to Parentrespects, and Talarian and each of its subsidiaries have paid (where required by law or otherwise accrued) all Taxes shown to be due on such Returns.
(ii) Parent Talarian and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICATaxes, Taxes pursuant to the FUTA Federal Insurance Contribution Act ("FICA"), Taxes pursuant to the Federal Unemployment Tax Act ("FUTA") and other Taxes required to be withheld, except such Taxes which are not material to Parent.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor There is there any no material Tax deficiency outstanding, proposed or assessed against Parent Talarian or any of its subsidiaries, nor has Parent Talarian or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax that is still in effect.
(iv) No audit or other examination of any Return of Parent Talarian or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent Talarian or any of its subsidiaries been notified of any request for such an audit or other examination.
(v) No adjustment of Tax relating to any Returns filed by Parent Talarian or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent Talarian or any of its subsidiaries or any representative thereof.
(vi) Neither Parent Talarian nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent the Talarian Balance Sheet in accordance with GAAPSheet, whether asserted or unasserted, contingent or otherwise, which is material to ParentTalarian, other than any liability for unpaid Taxes that may have accrued since the date of Parent the Talarian Balance Sheet in connection with the operation of the business of Parent Talarian and its subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries Talarian is a party as of the date of this Agreementparty, including but not limited to the provisions of this Agreement and the agreements entered into in connection with this Agreement, covering any employee or former employee of Parent Talarian or any of its subsidiaries that, individually or collectively, would be reasonably be expected likely to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
(viii) Neither Parent Talarian nor any of its subsidiaries has filed 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 defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiariesTalarian.
(ix) Neither Parent Talarian nor any of its subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) None Except as may be required as a result of Parent's the Merger, Talarian and its subsidiaries have not been and will not be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or Section 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Closing.
(xi) Talarian has made available to TIBCO or its subsidiaries' legal or accounting representatives copies of all foreign, federal and state income tax and all state sales and use tax Returns for Talarian and each of its subsidiaries filed for all periods since its inception.
(xii) There are no liens, pledges, charges, claims, restrictions on transfer, mortgages, security interests or other encumbrances of any sort (collectively, "Liens") on the assets are tax exempt use property within the meaning of Section 168(h) Talarian or any of the Codeits subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable.
Appears in 2 contracts
Samples: Merger Agreement (Talarian Corp), Merger Agreement (Tibco Software Inc)
Tax Returns and Audits. Except as may be disclosed by Skyline in Section 2.15 of the Skyline Disclosure Letter:
(i) Parent and each of its subsidiaries have Skyline has timely filed all Returns material federal, state, local and foreign returns, declarations, estimates, information statements and reports (including any schedule or attachment thereto) relating to Taxes (“Tax Returns”) required to be filed by Parent Skyline, in all the jurisdictions in which it is or was required to file. Such Tax Returns are true and each of its subsidiaries correct in all material respects, have been completed in all material respects in accordance with any Tax authority, except such Returns which are not material to Parentapplicable Law, and have paid all Taxes shown to be due on such ReturnsTax Returns have been paid.
(ii) Parent Skyline has delivered or made available to CHC correct and each complete copies of its subsidiaries as all Tax Returns (including extensions thereof), examination reports, statements of the Effective Time will have withheld deficiencies assessed against or agreed to by Skyline, and other material correspondence with Taxing authorities filed or received with respect to periods beginning on or after January 1, 2017. There are no liens for Taxes (other than Taxes not yet due and payable or the amount or validity of which is being contested in good faith and for which adequate reserves have been established) upon any assets of Skyline or its employees stock. All Taxes not yet due and payable have been properly accrued on the books of Skyline, and adequate reserves have been established therefor; the charges, accruals and reserves for Taxes provided for on the financial statements delivered to CHC are adequate in all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parentrespects.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor There is there any material no Tax deficiency outstanding, proposed in a writing delivered to Skyline or assessed against Parent or any of its subsidiariesSkyline by a Taxing authority, nor has Parent or any of its subsidiaries Skyline executed any unexpired waiver or extension of any statute of limitations on or extending the period for the assessment assessment, reassessment or collection of any Tax, and no power of attorney granted by Skyline with respect to any Taxes is currently in force.
(iv) No audit Tax audits or other examination administrative proceedings or court proceedings are presently pending or in progress with regard to any Taxes or Tax Returns of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examinationSkyline.
(v) No adjustment relating Skyline has not been a member of any consolidated, combined or unitary group for federal, state, local or foreign Tax purposes. Skyline has no liability for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise. Skyline has not been a party to any Returns filed by Parent joint venture, partnership or other arrangement that could be treated as a partnership for federal income Tax purposes (apart from Skyline’s own classification as a partnership for federal income tax purposes). Skyline has not made an election pursuant to Treasury Regulations Section 301.7701-3 (or any comparable provision of its subsidiaries has been proposed in writing formally any state, local or informally by any Tax authority foreign Law) to Parent or any of its subsidiaries or any representative thereofbe treated as an association taxable as a corporation for U.S. federal income tax purposes.
(vi) Neither Parent nor any of Skyline has (i) withheld all Taxes required to be withheld from its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet employees, agents, contractors and nonresident members and remitted such amounts to the proper agencies; (ii) paid all required employer contributions and premiums and (iii) filed all Tax Returns with respect to employee income tax withholdings, Social Security and unemployment taxes and premiums, and other payroll Taxes, all in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection compliance with the operation withholding Tax provisions of the business of Parent and its subsidiaries in the ordinary courseapplicable Tax laws.
(vii) There Skyline has not entered into any closing agreement which affects any Taxes of Skyline for any taxable year ending after the Closing Date. Skyline is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is not a party as to any Tax sharing, Tax indemnity, Tax allocation agreement or similar arrangement for the sharing of Tax liabilities or benefits (other than customary Tax indemnifications contained in credit or other commercial agreements the date primary purpose of this Agreement, including but which agreements does not limited relate to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the CodeTaxes).
(viii) Neither Parent nor Skyline has not agreed to, and is not required to, make any of its subsidiaries has filed 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 adjustment by reason of a subsection change in accounting method that affects any taxable year ending after the Closing Date (f) asset (as defined other than changes required by the Merger). No Taxing authority has proposed to Skyline any such adjustment or change in Section 341(f)(4) of accounting methods that affects any taxable year ending after the Code) owned by Parent Closing Date. Skyline does not have any application pending with any Taxing authority requesting permission for any changes in accounting methods that relate to its business or operations and that affects any of its subsidiariestaxable year ending after the Closing Date.
(ix) Neither Parent nor No asset of Skyline is “tax exempt use property” under Code Section 168(h). No portion of the cost of any asset of its subsidiaries is party to Skyline has been financed directly or has any obligation under indirectly from the proceeds of any tax-sharing, tax indemnity exempt state or tax allocation agreement or arrangementlocal government obligation described in Code Section 103(a).
(x) None of Parent's the assets of Skyline is property that Skyline is required to treat as being owned by any other person pursuant to the safe harbor lease provision of former Code Section 168(f)(8).
(xi) No written claim has been made by a Taxing authority that Skyline has not properly paid Taxes or its subsidiaries' assets are tax exempt use property filed Tax Returns in a jurisdiction in which Skyline does not file a Tax Return.
(xii) In the past five (5) years, Skyline has not been a party to a transaction that has been reported as a reorganization within the meaning of Code Section 168(h368 or distributed a corporation (or been distributed) in a transaction that is reported to qualify under Code Section 355 or Section 356.
(xiii) Skyline has not engaged in any transaction which is a “listed transaction” within the meaning of Income Tax Regulation Section 1.6011-4(b)(2), or otherwise a “reportable transaction” for purposes of Code Section 6011, that could affect the Codeincome Tax liability for any taxable year not closed by the statute of limitations.
Appears in 2 contracts
Samples: Merger Agreement (ComSovereign Holding Corp.), Merger Agreement (ComSovereign Holding Corp.)
Tax Returns and Audits. (i) As of the Effective Time, Parent will have prepared and each of its subsidiaries have timely filed all Returns material required federal, state, local and foreign Returns, relating to any and all Taxes required concerning or attributable to be filed by Parent and each or its operations (including those of its subsidiaries direct and indirect subsidiaries) and such Returns shall be true and correct and have been completed in accordance with applicable law. Notwithstanding the foregoing, no representation or warranty is hereby made regarding the amount or availability of any Tax authority, except such Returns which are not material to attribute of Parent, and have paid all Taxes shown to be due on such Returns.
(ii) Parent and each of its subsidiaries as As of the Effective Time Time, Parent or its Subsidiaries, (A) will have paid or accrued all Taxes that Parent and any of its Subsidiaries is required to pay or accrue and (B) will have withheld with respect to employees of the Parent and any of its employees Subsidiaries all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA FUTA, and other Taxes required to be reported and withheld, except such Taxes which are not material and have timely paid over to Parentthe proper governmental authorities all amounts required to be withheld and paid over under all applicable laws.
(iii) Neither Parent nor any of and its subsidiaries has Subsidiaries have not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent or any of its subsidiariesSubsidiaries, nor has Parent or any of its subsidiaries Subsidiaries executed any unexpired waiver of any statute of limitations on or extending extended the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority Subsidiaries is presently currently in progress, nor has Parent or any of its subsidiaries Subsidiaries been notified of any request for such an audit or other examination.
(v) . No adjustment relating to any Returns Return filed by Parent or any of its subsidiaries has been proposed (and no claim by a tax authority in writing formally or informally by any Tax authority to a jurisdiction in which Parent or any of its subsidiaries does not file returns that Parent or any of its subsidiaries may be subject to taxation by such jurisdiction) has been proposed formally or, to the knowledge of Parent, informally by any tax authority to Parent or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course.
(viiv) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party are (and as of immediately following the date of this Agreement, including but not limited to Effective Date there will be) no Liens on the provisions of this Agreement, covering any employee or former employee assets of Parent or any of its subsidiaries that, individually Subsidiaries relating to or collectively, would reasonably be expected attributable to give rise Taxes other than Liens for taxes not yet due and payable.
(vi) Parent has no reason to believe that the payment Merger will fail to qualify as a reorganization within the meaning of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(mSection 368(a) of the Code.
(viiivii) Neither Merger Sub has been formed in connection with, and solely for the purpose of effectuating, the Merger. It does not, and will not at any time prior to the Effective Time, have any operations or assets, other than Parent nor any Common Stock and cash (in lieu of its subsidiaries has filed any consent agreement under Section 341(ffractional shares) of that will be issued to the Code or agreed to have Section 341(f)(2) of Company’s stockholders in connection with the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiariesMerger.
(ix) Neither Parent nor any of its subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code.
Appears in 1 contract
Tax Returns and Audits. (ia) Parent Inovio and each of its subsidiaries Subsidiaries have prepared and timely filed all required Tax Returns relating to any and all Taxes concerning or attributable to Inovio or its Subsidiaries and such Tax Returns are accurate and complete in all material respects. Inovio and/or its Subsidiaries have paid or accrued all Taxes shown on such Tax Returns.
(b) Inovio and each of its Subsidiaries have paid all Taxes required to be filed by Parent paid and each of its subsidiaries with any Tax authority, except such Returns which are not material to Parent, and have paid all Taxes shown to be due on such Returns.
(ii) Parent and each of its subsidiaries as of the Effective Time will have withheld with respect to its their employees (and paid over to the appropriate Taxing authority) all federal and state income taxes, Taxes pursuant to FICAFederal Insurance Contribution Act, Taxes pursuant to the FUTA Federal Unemployment Tax Act and other Taxes required to be withheld, except such Taxes which are not material to Parent.
(iiic) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor There is there any material no Tax deficiency outstanding, assessed or proposed or assessed against Parent Inovio or any of its subsidiariesSubsidiaries, and neither Inovio nor any Subsidiary is a party to any action or proceeding for the assessment or collection of Taxes, nor has Parent Inovio or any of its subsidiaries Subsidiaries executed any unexpired outstanding waiver of any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax.
(ivd) No audit or other examination of any Tax Return of Parent Inovio or any of its subsidiaries by any Tax authority Subsidiaries is presently in progress, nor has Parent Inovio or any of its subsidiaries Subsidiaries been notified of (in writing) that any request for Taxing authority is threatening or planning to initiate such an audit or other examination. No written claim has ever been asserted by a Governmental Entity in a jurisdiction where Inovio or any Subsidiary does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction.
(ve) No adjustment relating to any Returns filed by Parent or any As of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any the date of its subsidiaries or any representative thereof.
(vi) Neither Parent the Inovio Balance Sheet, neither Inovio nor any of its subsidiaries Subsidiaries has any liability material liabilities for any material unpaid Taxes Taxes, which has have not been accrued for or reserved on Parent the Inovio Balance Sheet in accordance with US GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued and since the date of Parent the Inovio Balance Sheet in connection with the operation Sheet, neither Inovio nor any of the business of Parent and its subsidiaries Subsidiaries has incurred any liability for Taxes other than in the ordinary coursecourse of business.
(viif) There is are no contract, agreement, plan or arrangement to which Parent Liens (except for Permitted Liens) on the assets of Inovio or any of its subsidiaries is a party as of the date of this Agreement, including but not limited Subsidiaries relating to the provisions of this Agreement, covering any employee or former employee of Parent or attributable to Taxes.
(g) Neither Inovio nor any of its subsidiaries thatSubsidiaries is, individually or collectivelynor has been at any time, would reasonably be expected to give rise to a “United States Real Property Holding Corporation” within the payment meaning of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(mSection 897(c)(2) of the Code.
(viiih) Neither Parent Inovio nor any of its subsidiaries Subsidiaries (a) has filed ever been a member of an affiliated group (within the meaning of Code Section 1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Inovio), (b) owes any consent amount under, or is a party to, any Tax sharing, indemnification or allocation agreement under Section 341(f(other then between or among Inovio and any of its Subsidiaries), (c) has any liability for the Taxes of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection person (f) asset (as defined in Section 341(f)(4) of the Code) owned by Parent other than Inovio or any of its subsidiariesSubsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.
(ixi) Neither Parent Inovio nor any of its subsidiaries is party Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to or has any obligation under any qualify for tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of free treatment under Section 168(h) 355 of the Code.Code (a) in the two years prior to the date of this Agreement or
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inovio Biomedical Corp)
Tax Returns and Audits. Except as may be disclosed by VNC in Section 2.15 of the VNC Disclosure Letter:
(i) Parent and each of its subsidiaries have VNC has timely filed all Returns material federal, state, local and foreign returns, declarations, estimates, information statements and reports (including any schedule or attachment thereto) relating to Taxes (“Tax Returns”) required to be filed by Parent VNC, in all the jurisdictions in which it is or was required to file. Such Tax Returns are true and each of its subsidiaries correct in all material respects, have been completed in all material respects in accordance with any Tax authority, except such Returns which are not material to Parentapplicable Law, and have paid all Taxes shown to be due on such ReturnsTax Returns have been paid.
(ii) Parent VNC has delivered or made available to CHC correct and each complete copies of its subsidiaries as all Tax Returns (including extensions thereof), examination reports, statements of the Effective Time will have withheld deficiencies assessed against or agreed to by VNC, and other material correspondence with Taxing authorities filed or received with respect to periods beginning on or after January 1, 2017. There are no liens for Taxes (other than Taxes not yet due and payable or the amount or validity of which is being contested in good faith and for which adequate reserves have been established) upon any assets of VNC or its employees stock. All Taxes not yet due and payable have been properly accrued on the books of VNC, and adequate reserves have been established therefor; the charges, accruals and reserves for Taxes provided for on the financial statements delivered to CHC are adequate in all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parentrespects.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor There is there any material no Tax deficiency outstanding, proposed in writing or assessed against Parent or any of its subsidiariesVNC by a Taxing authority, nor has Parent or any of its subsidiaries VNC executed any unexpired waiver or extension of any statute of limitations on or extending the period for the assessment assessment, reassessment or collection of any Tax, and no power of attorney granted by VNC with respect to any Taxes is currently in force.
(iv) No audit Tax audits or other examination administrative proceedings or court proceedings are presently pending or in progress with regard to any Taxes or Tax Returns of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examinationVNC.
(v) No adjustment relating VNC has not been a member of any consolidated, combined or unitary group for federal, state, local or foreign Tax purposes. VNC has not been a party to any Returns filed by Parent joint venture, partnership or any of its subsidiaries has been proposed in writing formally or informally by any other arrangement that could be treated as a partnership for federal income Tax authority to Parent or any of its subsidiaries or any representative thereofpurposes.
(vi) Neither Parent nor any of VNC has (i) withheld all amounts required to be withheld from its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet employees, agents, contractors and nonresident stockholders and remitted such amounts to the proper agencies; (ii) paid all required employer contributions and premiums and (iii) filed all Tax Returns with respect to employee income tax withholdings, Social Security and unemployment taxes and premiums, and other payroll Taxes, all in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection compliance with the operation withholding Tax provisions of the business of Parent and its subsidiaries in the ordinary courseapplicable Tax laws.
(vii) There VNC has not entered into any closing agreement which affects any Taxes of VNC for any taxable year ending after the Closing Date. VNC is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is not a party as to any Tax sharing agreement or similar arrangement for the sharing of Tax liabilities or benefits (other than customary Tax indemnifications contained in credit or other commercial agreements the date primary purpose of this Agreement, including but which agreements does not limited relate to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the CodeTaxes).
(viii) Neither Parent nor VNC has not agreed to, and is not required to, make any of its subsidiaries has filed 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 adjustment by reason of a subsection change in accounting method that affects any taxable year ending after the Closing Date (f) asset (as defined other than changes required by the Mergers). No Taxing authority has proposed to VNC any such adjustment or change in Section 341(f)(4) of accounting methods that affects any taxable year ending after the Code) owned by Parent Closing Date. VNC does not have any application pending with any Taxing authority requesting permission for any changes in accounting methods that relate to its business or operations and that affects any of its subsidiariestaxable year ending after the Closing Date.
(ix) Neither Parent nor No asset of VNC is “tax exempt use property” under Code Section 168(h). No portion of the cost of any asset of its subsidiaries is party to VNC has been financed directly or has any obligation under indirectly from the proceeds of any tax-sharing, tax indemnity exempt state or tax allocation agreement or arrangementlocal government obligation described in Code Section 103(a).
(x) None of Parent's the assets of VNC is property that VNC is required to treat as being owned by any other person pursuant to the safe harbor lease provision of former Code Section 168(f)(8).
(xi) No written claim has been made by a Taxing authority that VNC has not properly paid Taxes or its subsidiaries' assets are tax exempt use property filed Tax Returns in a jurisdiction in which VNC does not file a Tax Return.
(xii) In the past five (5) years, VNC has not been a party to a transaction that has been reported as a reorganization within the meaning of Code Section 168(h368 or distributed a corporation (or been distributed) in a transaction that is reported to qualify under Code Section 355 or Section 356.
(xiii) VNC has not engaged in any transaction which is a “listed transaction” within the meaning of Income Tax Regulation Section 1.6011-4(b)(2), or otherwise a “reportable transaction” for purposes of Code Section 6011, that could affect the Codeincome Tax liability for any taxable year not closed by the statute of limitations.
Appears in 1 contract
Tax Returns and Audits. Except as set forth in Schedule 3.8:
(i) Parent as of the Effective Time will have prepared and each of its subsidiaries have timely filed all required Returns relating to any and all Taxes required concerning or attributable to be filed by Parent or its operations and each of its subsidiaries with any Tax authority, except such Returns which are not true and correct in all material to Parent, respects and have paid all Taxes shown to be due on such Returnsbeen completed in accordance with applicable law.
(ii) Parent and each of its subsidiaries as of the Effective Time Time: (A) will have paid or accrued on the Parent Unaudited Financials all Taxes it is required to pay or which are attributable to the period ending December 31, 1997 and (B) will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parent.
(iii) Neither Parent nor any of its subsidiaries has not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, assessed, or to its Knowledge proposed or assessed against Parent or any of its subsidiariesParent, nor has Parent or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority is presently currently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examination.
(v) No adjustment relating to Parent does not have any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability liabilities for any material unpaid federal, state, local and foreign Taxes which has have not been accrued for or reserved on Parent Balance Sheet against in accordance with GAAPGAAP on the Parent Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material and Parent has no Knowledge of any basis for the assertion of any such liability attributable to Parentthe Company, other than any liability its assets or operations.
(vi) Parent has provided to the Company copies of all federal and state income and all state sales and use Tax Returns for unpaid Taxes that may have accrued all periods since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary courseParent's incorporation.
(vii) There is are (and as of immediately following the Effective Date there will be) no Liens on the assets of Parent relating to or attributable to Taxes.
(viii) Parent has no Knowledge of any basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any Lien on the assets of Parent.
(ix) None of Parent's assets are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code.
(x) As of the Effective Time, there will not be any contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreementarrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to could give rise to the payment of any amount that would not be deductible pursuant to Sections Section 280G, 404 G or 162(m) 162 of the Code.
(viiixi) Neither Parent nor any of its subsidiaries has not filed 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 defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiariesParent.
(ixxii) Neither Parent nor any of its subsidiaries is not a party to a tax sharing or has allocation agreement nor does Parent owe any obligation amount under any tax-sharing, tax indemnity or tax allocation agreement or arrangementsuch agreement.
(xxiii) None of Parent's or its subsidiaries' assets are tax exempt use Parent is not, and has not been at any time, a "United States real property holding corporation" within the meaning of Section 168(h897(c)(2) of the Code.
(xiv) Since December 31, 1997 no Taxes have been incurred except in the ordinary course of business. Parent's tax basis in its assets for purposes of determining its future amortization, depreciation and other federal income tax deductions is accurately reflected on the Parent's tax books and records.
Appears in 1 contract
Samples: Merger Agreement (Healtheon Corp)
Tax Returns and Audits. Except as otherwise set forth in Section 3.6(a) of the Parent Disclosure Letter:
(i) Parent and each of its subsidiaries Subsidiaries have prepared and timely filed all required Tax Returns relating to any and all Taxes required to be filed by Parent and each of its subsidiaries with any Tax authority, except such Returns which are not material concerning or attributable to Parent, its Subsidiaries or their respective operations and such Tax Returns are true and correct and have paid all Taxes shown to be due on such Returnsbeen completed in accordance with applicable law.
(ii) Parent and each of its subsidiaries as of the Effective Time will Subsidiaries have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant timely paid to the FUTA appropriate Taxing authority all Taxes and any other Taxes amounts required to be paid or withheld, except such Taxes which are not material to Parent.
(iii) Neither Parent nor any of its subsidiaries Subsidiaries has been delinquent in the payment of any material Tax Tax, nor is there any material Tax deficiency outstanding, assessed or proposed or assessed against Parent or any of its subsidiariesSubsidiaries, nor has Parent or any of its subsidiaries Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Tax Return of Parent or any of its subsidiaries by any Tax authority Subsidiaries is presently in progress, nor has Parent or any of its subsidiaries Subsidiaries been notified of any request for such an audit or other examination.
(v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries Subsidiaries has any liability liabilities for any material unpaid Taxes which has have not been accrued for or reserved on the Parent Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than and neither Parent nor any of its Subsidiaries has incurred any liability for unpaid Taxes that may have accrued since the date of the Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries other than in the ordinary coursecourse of business.
(vi) Parent has made available to the Company or its legal counsel, copies of all Tax Returns for Parent and each of its Subsidiaries filed for all periods since inception.
(vii) There is are no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of Liens on the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee assets of Parent or any of its subsidiaries thatSubsidiaries relating to or attributable to Taxes, individually other than Liens for Taxes not yet due and payable. There is no basis for the assertion of any claim relating or collectivelyattributable to Taxes which, if adversely determined, would reasonably be expected to give rise to result in any Lien for Taxes on the payment assets of Parent or any amount that would not be deductible pursuant to Sections 280G, 404 of its Subsidiaries.
(viii) None of the assets of Parent or 162(many of its Subsidiaries is treated as "tax-exempt use property," within the meaning of Section 168(h) of the Code.
(viiiix) Neither Parent nor any of its subsidiaries Subsidiaries has filed 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 defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiariesSubsidiaries.
(ixx) Neither Parent nor any of its subsidiaries is party to or Subsidiaries is, nor has been at any obligation under any tax-sharingtime, tax indemnity or tax allocation agreement or arrangement.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property a "United States Real Property Holding Corporation" within the meaning of Section 168(h897(c)(2) of the Code.
(xi) No adjustment relating to any Tax Return filed by Parent or any of its Subsidiaries has been proposed formally or, to the knowledge of Parent or any of its Subsidiaries, informally by any tax authority to Parent, any of its Subsidiaries or any representative thereof.
(xii) Neither Parent nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code sec. 1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Parent), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does Parent or any of its Subsidiaries owe any amount under any such agreement, (c) any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Treas. Reg. sec. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise and (d) ever been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes.
(xiii) Neither Parent nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) 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) in conjunction with the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Speechworks International Inc)
Tax Returns and Audits. (i) Parent and each of its subsidiaries have The Partnership has timely filed (taking into account valid extensions of the time for filing) all Returns relating Tax returns required to have been filed and all such Tax returns were true, correct and complete in all material respects. All Taxes owed by the Partnership (whether or not shown on any Tax return) that have become due and payable have been paid. The Partnership is not currently the beneficiary of any extension of time within which to file any Tax return. No claim has ever been made by an authority in a jurisdiction where the Partnership does not file Tax returns that it is or may be subject to taxation by that jurisdiction.
(ii) The Partnership has withheld and paid all Taxes required to be filed have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, member, or other third party.
(iii) The Partnership and Seller have made available to Purchaser (i) correct and complete copies of all Tax returns of the Partnership and (ii) any examination reports, statements of deficiencies and assessments by Parent and each of its subsidiaries with any governmental authority against or agreed to by the Partnership since the Partnership’s formation. The Partnership does not expect any authority to assess additional Taxes for any period for which Tax returns have been filed. There is no dispute or claim concerning any Tax liability of the Partnership claimed, threatened or otherwise raised by any authority, except such Returns which are . The Partnership has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
(iv) All material to Parent, and have paid all liabilities of the Partnership for any unpaid Taxes (whether or not shown to be due on such Returns.
(ii) Parent and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parent.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examination.
return) have either (vA) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet the Partnership financial statements in accordance with GAAP, whether asserted GAAP or unasserted, contingent or otherwise, which is (B) with respect to material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet Date in connection with the operation of the business of Parent and its subsidiaries the Partnership have been recorded on the books of the Partnership in the ordinary course.
(viiv) There is are no contractliens or security interests on any of the assets of the Partnership, agreement, plan or arrangement to which Parent the Membership Interest or any of its subsidiaries is a party as of partnership interests in the date of this Agreement, including but not limited Partnership that arose in connection with any failure (or alleged failure) to the provisions of this Agreement, covering pay any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the CodeTax.
(viiivi) Neither Parent nor any of its subsidiaries The Partnership has not filed any consent agreement under Section 341(f) of the Internal Revenue Code of 1986 (the “Code”) or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4341(f)(2) of the Code) owned by Parent or any the Partnership. No property of its subsidiaries.
(ix) Neither Parent nor any of its subsidiaries the Partnership is party to or has any obligation under any “tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property property” within the meaning of Section 168(h) of the Code. The Partnership is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954.
(vii) The Partnership is not under any obligation to make a payment that will not be deductible because of the application of Sections 280G, 404, 162(m) and/or 4999 of the Code. The Partnership has disclosed on its Tax returns all positions taken therein that could give rise to a substantial understatement (i) of federal income tax under Code Section 6662 or (ii) of any Tax under a similar provision of state, local or foreign Tax law. The Partnership has not engaged in any transaction which would be treated as a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4 or otherwise been involved in a transaction which would require it to disclose a “reportable transaction.” The Partnership has not been a member of an affiliated group filing a consolidated federal income Tax return and does not have any liability for the Taxes of any Person (other than the Partnership) under Treasury Regulations Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract, or otherwise. The Partnership has not been a party to any Tax allocation or sharing agreement. The Partnership is not currently and has not 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.
(viii) The Partnership is and has been in full compliance with all terms and conditions of any Tax exemptions, Tax holidays or other Tax reduction agreements. The consummation of the transactions contemplated herein will not have any material adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or other Tax reduction agreement or order.
(ix) Neither the Partnership nor any of its Subsidiaries has constituted either a “distribution corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Code Section 355 (a) in the two year prior to the date of this Agreement or (b) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Code Section 355(c)).
(x) The Partnership has not, with respect to any open taxable period, applied for and been granted permission to adopt a change in its method of accounting requiring adjustments under Section 481 of the Code or comparable state or foreign law.
(xi) The Partnership is not a partner in any entity classified as a partnership for federal income Tax purposes.
(xii) The Partnership has not made an election under Treasury Regulations Section 301.7701-3 with respect to any entity.
(xiii) The Partnership will not 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 prior to, on, or after the Closing Date as a result of any deferred intercompany gain or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of federal state, local or foreign income Tax law).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Horizon Health Corp /De/)
Tax Returns and Audits. Except as provided on Section 2.15 of the Interwave Disclosure Schedule:
(i) Parent Interwave and each of its subsidiaries have Subsidiaries has timely filed filed, taking into account properly obtained extensions of time to file, all Returns United States, federal, state, local and Bermuda and other foreign returns, estimates, declarations, information statements and reports ("Returns") relating to Taxes required to be filed by Parent Interwave and each of its subsidiaries Subsidiaries with any Tax authority, except and such Returns which are not true and correct in all material to Parent, respects and have been completed in material accordance with applicable law. Interwave and each of its Subsidiaries have paid all Taxes shown to be due on such Returns.
(ii) Parent Interwave and each of its subsidiaries as of the Effective Time will have Subsidiaries (A) has paid or accrued all Taxes it is required to pay or accrue and (B) has withheld with respect from each payment or deemed payment made to its employees past or present employees, officers, directors and independent contractors, suppliers, creditors, stockholders or other third parties all federal and state income taxes, material Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes deductions required to be withheldwithheld and has, except within the time and in the manner required by law, paid such Taxes which are not material withheld amounts to Parentthe proper governmental authorities.
(iii) Neither Parent Interwave nor any of its subsidiaries Subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent Interwave, nor has Interwave or any of its subsidiaries, nor has Parent or any of its subsidiaries Subsidiaries executed any unexpired waiver of any statute of limitations on or extending extensions of the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent Interwave or any of its subsidiaries by any Tax authority Subsidiaries is presently currently in progress, nor has Parent Interwave or any of its subsidiaries Subsidiaries been notified of any request for such an audit or other examination, nor is any taxing authority asserting, or to Interwave's knowledge, threatening to assert, against Interwave or any of its Subsidiaries any claim for Taxes. There are no matters relating to material Taxes under discussion between any taxing authority and Interwave or any of its Subsidiaries.
(v) No material adjustment relating to any Returns filed by Parent Interwave or any of its subsidiaries Subsidiaries (and no claim by a taxing authority in a jurisdiction in which Interwave does not file Returns that Interwave or any of its Subsidiaries may be subject to taxation by such jurisdiction) has been proposed in writing proposed, formally or informally or, to Interwave's knowledge, informally, by any Tax authority to Parent Interwave or any of its subsidiaries Subsidiaries or, to Interwave's knowledge, any Interwave accountant, attorney or any other advisor or representative thereof.
(vi) Neither Parent Interwave nor any of its subsidiaries Subsidiaries has any liability for any material unpaid Taxes in excess of $50,000 (or the equivalent in other currencies) (whether or not shown to be due on any Return) which has not been accrued for or reserved on Parent Balance Sheet the most recent Interwave balance sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet Interwave's most recent balance sheet in connection with the operation of the business of Parent Interwave and its subsidiaries Subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, Contract covering any employee or former employee of Parent Interwave or any of its subsidiaries Subsidiaries that, individually or collectivelyin the aggregate, would reasonably be expected to could give rise to the payment of any amount that would not be deductible as an expense pursuant to Sections 280G, 404 or Section 162(m) of the Code, nor has Interwave or any of its Subsidiaries made any payment of any amount that would not be deductible as an expense pursuant to Section 404 of the Code.
(viii) Neither Parent Interwave nor any of its subsidiaries Subsidiaries:
(A) has filed ever been a member of an affiliated group filing a consolidated Return; (B) has ever been a party to any consent Tax sharing or Tax allocation agreement, arrangement or understanding and does not owe any amount under any such agreement; (C) is liable for the Taxes of any other person under United States 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; and (D) is currently a party to any joint venture, partnership or other arrangement that could be treated as a partnership for income Tax purposes.
(ix) There are no Liens on the assets of Interwave or any of its Subsidiaries relating to or attributable to Taxes except for Liens for Taxes not yet due and payable.
(x) Neither Interwave nor any of its Subsidiaries has requested or received a ruling from any taxing authority or signed a closing or other agreement with any taxing authority which would reasonably be expected to have an adverse effect on Interwave.
(xi) Neither Interwave 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 341(f) 355 of the Code or agreed Code: (A) in the two years prior to have Section 341(f)(2the date of this Agreement or; (B) of the Code apply to any disposition in a distribution which could otherwise constitute part of a subsection "plan" or "series of related transactions" (f) asset (as defined in within the meaning of Section 341(f)(4355(e) of the Code) owned by Parent or any of its subsidiariesin conjunction with the Amalgamation.
(ixxii) Neither Parent nor any Interwave and each of its subsidiaries is party Subsidiaries are in compliance in all material respects with all terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement, approval or order of any government and, to the knowledge of Interwave, subject to receipt of the Approvals required herein, the consummation of the Amalgamation will not have any adverse effect on the validity and effectiveness of any such Tax exemptions, Tax holiday or has any obligation under any tax-sharing, tax indemnity or tax allocation other Tax reduction agreement or arrangementorder.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code.
Appears in 1 contract
Tax Returns and Audits. (i) Parent Each Acquired Company (and each any consolidated, combined, unitary or aggregate group for Tax purposes of its subsidiaries have timely which an Acquired Company is or has been a member), (A) has filed all Tax Returns relating to Taxes required to be filed by Parent it and each of its subsidiaries with any such Tax authorityReturns are true, except such Returns which are not correct and complete in all material to Parentrespects, and have (B) has timely paid all Taxes shown required to be paid by it for which payment was due, and (C) has established an adequate accrual or reserve for the payment of all Taxes not yet due but payable in respect of the periods or portions thereof prior to the Balance Sheet Date (which accrual or reserve as of the Balance Sheet Date is reflected on such Returnsthe Company Balance Sheet) and will establish accruals or reserves for the payment of all Taxes not then due, but payable, by an Acquired Company in respect of the periods of portions thereof from the Balance Sheet Date to the Closing Date in accordance with past practices.
(ii) Parent No Acquired Company has received any written notification from the Internal Revenue Service or any other taxing authority regarding any material issues that (A) are currently pending before the U.S. Internal Revenue Service (the “IRS”) or any other taxing agency or authority (including any sales or use taxing authority) regarding an Acquired Company, or (B) have been raised by the IRS or other taxing agency or authority and each not yet finally resolved. No Return of its subsidiaries as of an Acquired Company is under audit by the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and IRS or any other Taxes required to be withheld, except such Taxes which are not material to Parenttaxing agency or authority.
(iii) Neither Parent nor No Encumbrances for Taxes are currently in effect against any of its subsidiaries has been delinquent the assets of an Acquired Company, other than Permitted Encumbrances. There is not in the payment of effect any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries executed any unexpired waiver by an Acquired Company of any statute of limitations on or extending with respect to any Taxes nor has an Acquired Company agreed to any extension of time for filing any Return that has not been filed. No Acquired Company has consented to extend to a date later than the Agreement Date the period for the assessment in which any Tax may be assessed or collection of collected by any Taxtaxing agency or authority.
(iv) No audit Acquired Company will be required to include any item of income in, or other examination exclude any item of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progressdeduction from, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examination.
(v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability taxable income for any material unpaid Taxes which has not been accrued taxable period (or portion thereof) ending after the Closing Date as a result of: (A) a change in method of accounting for a taxable period ending on or reserved on Parent Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreement, including but not limited prior to the provisions of this AgreementClosing Date, covering (B) any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
(viii) Neither Parent nor any of its subsidiaries has filed any consent agreement under “closing agreement,” as described in Section 341(f) 7121 of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Parent or any corresponding or similar provision of its subsidiaries.
state, local or foreign income Tax law) executed on or prior to the Closing Date, (ixC) Neither Parent nor any of its subsidiaries is party to “intercompany transaction” or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement.
“excess loss account” (x) None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 168(hTreasury Regulations Sections 1.1502-13 and 1502-19, respectively) (or any corresponding or similar provision or administrative rule of federal, state, local or foreign income Tax law); (D) any installment sale or open transaction disposition made on or prior to the CodeClosing date, or (E) any prepaid amount received on or prior to the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Macrovision Corp)
Tax Returns and Audits. (i) Parent 6.5.1 Seller shall cause to be prepared and each of its subsidiaries have timely filed all Returns relating to Taxes tax returns of any kind required to be filed by Parent or on behalf of the SSC, IFD and all of their respective subsidiaries and other owned business entities that relate to taxable periods ending on or before the Closing Date. Such returns will be prepared in a manner consistent with past practice, Seller shall deliver the originals of those returns to SDRC, which shall promptly cause each of its subsidiaries with any Tax authority, except such Returns which are not material to Parent, and have paid all Taxes shown the returns to be due on signed by an appropriate officer of each entity. SDRC shall then cause the signed returns to be returned to Seller within an appropriate amount of time so as to permit the timely filing of such Returnsreturns by Seller.
(ii) Parent and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required 6.5.2 SDRC shall cause to be withheldprepared and timely filed all Tax Returns of SSC, except such Taxes which are not material IFD and their respective subsidiaries or other owned business entities that relate to Parent.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in periods after the Closing Date and SDRC will be responsible for the payment of any material taxes due with respect to these returns.
6.5.3 The current tax years of SSC, IFD and their respective subsidiaries or other owned business entities shall end on the Closing Date, and their books will be closed and tax returns prepared based on such Closing Date.
6.5.4 Seller shall at its expense have the right to control with respect to SSC, IFD and their respective subsidiaries or other owned business entities any tax audit and any administrative or court proceeding concerning taxes (including penalties and interest) or tax returns for which Seller could be held solely liable under Article VII hereof, and Seller shall have the exclusive right to concede, compromise or contest any assessment or assertion of liability with respect to any such taxes and any adjustments with respect to such returns.
6.5.5 SDRC shall at its expense have the right to control with respect to SSC, IFD and their respective subsidiaries or other owned business entities any tax audit and any administrative or court proceeding concerning taxes or tax returns not covered by Section 6.5.4 for which SDRC bears sole responsibility and to concede, compromise or contest any assessment or assertion of liability with respect to any such taxes.
6.5.6 With respect to any tax audit and any administrative or court proceeding regarding SSC, IFD and their respective subsidiaries or other owned business entities which may result in liability for taxes (including penalties and interest) to both Seller and SDRC, Seller and SDRC both shall have the right to participate in such audit or administrative or court proceeding at their own expense and neither Seller nor SDRC shall have the right to concede, compromise or settle any such audit or proceeding without the prior written consent of the other.
6.5.7 Seller, on the one hand, and SDRC, on the other hand, shall provide reasonable cooperation to each other in connection with (i) the preparation of and filing of any Tax nor is there any material Tax deficiency outstandingReturn, proposed tax election, tax consent or assessed against Parent certification, or any claim for refund, (ii) any determination of its subsidiariesliability for taxes, nor has Parent and (iii) any audit, examination or any other proceeding in respect of its taxes of SSC, IFD and their respective subsidiaries executed any unexpired waiver or other owned business entities. Such cooperation shall include (i) making available, on a reasonable basis, employees of Seller, (ii) promptly forwarding all correspondence and other documents received from taxing authorities with respect to a matter to the party assigned in Section 6.5.4 or 6.5.5 hereof to control such matter, (iii) executing powers of attorney and other authorizing documents with respect to a matter so as to permit the party assigned in Section 10.6.4 or 10.6.5 to control such matter, and (iv) providing access to records and other information in the possession or under the control of the party. The parties will preserve all information, records or documents relating to the liability for taxes of SSC, IFD and their respective subsidiaries or other owned business entities until the expiration of any applicable statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examination.
(v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative extensions thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
(viii) Neither Parent nor any of its subsidiaries has filed 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 defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiaries.
(ix) Neither Parent nor any of its subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code.
Appears in 1 contract
Samples: Stock Purchase Agreement (Inso Corp)
Tax Returns and Audits. (i) Parent Each of IXX Trust and each of its subsidiaries have IRAFG has prepared and timely filed all material Tax Returns relating to Taxes required to be filed by Parent relating to any and each of all Taxes concerning or attributable to IXX Trust or IRAFG, or its subsidiaries with any Tax authority, except such Returns which are not material to Parentrespective operations, and such Tax Returns have paid been completed in accordance with applicable Legal Requirements in all Taxes shown to be due on such Returnsmaterial respects.
(ii) Parent Each of IXX Trust and each of its subsidiaries as of the Effective Time will have IRAFG has paid or withheld all Taxes required to be paid or withheld with respect to its employees all federal their Employees and state income taxes, Taxes pursuant to FICA, Taxes pursuant have paid over to the FUTA and other Taxes required to be withheld, except appropriate Taxing authority all such Taxes which are not material to ParentTaxes.
(iii) Neither Parent nor any Each of its subsidiaries IXX Trust and IRAFG has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries not executed any unexpired outstanding waiver of any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Tax Return of Parent IXX Trust or any of its subsidiaries by any Tax authority IRAFG is presently in progress, nor has Parent IXX Trust or any of its subsidiaries IRAFG been notified in writing of any request for such an audit or other examination.
(v) No adjustment relating to Neither IXX Trust nor IRAFG has any Returns filed by Parent liabilities for unpaid Taxes which have not been accrued or reserved on its IXX Balance Sheet, and IXX Trust and IRAFG have not incurred any liability for Taxes since the date of its subsidiaries has been proposed IXX Balance Sheet other than in writing formally or informally by any Tax authority to Parent or any the ordinary course of its subsidiaries or any representative thereofbusiness.
(vi) Neither Parent nor any There are no Liens on the assets of its subsidiaries has any liability for any material unpaid IXX Trust or IRAFG relating to or attributable to Taxes which has not been accrued for or reserved on Parent Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary coursePermitted Liens.
(vii) There Each of IXX Trust and IRAFG is no contractnot, agreementnor has been, plan or arrangement to which Parent or any of its subsidiaries is a party as during the applicable period specified in Section 897(c)(1)(A)(ii) of the date Code, a “United States Real Property Holding Corporation” within the meaning of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(mSection 897(c)(2) of the Code.
(viii) Neither Parent nor Each of IXX Trust and IRAFG (a) has not ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return, (b) does not owe any amount under any Tax sharing, indemnification or allocation agreement, (c) does not have any liability for the Taxes of its subsidiaries has filed any consent agreement Person 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 Treas. Reg. § 1.1502-6 (f) asset (as defined in Section 341(f)(4) of the Code) owned by Parent or any similar provision of its subsidiariesstate, local or foreign Legal Requirements), as a transferee or successor, by contract, or otherwise.
(ix) Neither Parent IXX Trust nor any IRAFG has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of its subsidiaries is party stock intended to or has any obligation under any qualify for tax-sharing, tax indemnity or tax allocation agreement or arrangementfree treatment under Section 355 of the Code.
(x) None There is no agreement, plan, arrangement or other Contract covering any current or former employee or other service provider of Parent's IXX Financial or its subsidiaries' assets are tax exempt use property any of their Subsidiaries to which IXX Financial or any of their Subsidiaries is a party or by which IXX Financial or any of their Subsidiaries is bound that, considered individually or considered collectively with any other such agreements, plans, arrangements or other Contracts, will, or could be expected to, as a result of the Exchange, give rise directly or indirectly to the payment of any amount that would be characterized as an “parachute payment” within the meaning of Section 168(h) 280G of the Code (or any corresponding or similar provision of state, local or foreign tax law). No employee, director, consultant or other service provider of IXX Financial or any of their Subsidiaries is entitled to receive any additional gross up payment from IXX Financial or any of their Subsidiaries by reason of any taxes imposed by Section 4999 of the Code.
(xi) There is no Contract of IXX Financial or any of their Subsidiaries covering any of their Employees that, considered individually or considered collectively with any other such Contract of IXX Financial or any of their Subsidiaries, will, or would reasonably be expected to, as a result of the Exchange (whether alone or upon the occurrence of any additional or subsequent events), give rise directly or indirectly to the payment of any amount that could reasonably be expected to be non-deductible under Section 162(m) of the Code (or any corresponding or similar provision of state, local or foreign Tax Legal Requirements).
Appears in 1 contract
Samples: Equity Exchange Agreement (Non Invasive Monitoring Systems Inc /Fl/)
Tax Returns and Audits. Except as provided on Section 2.15 of the Interwave Disclosure Schedule:
(i) Parent Interwave and each of its subsidiaries have Subsidiaries has timely filed filed, taking into account properly obtained extensions of time to file, all Returns United States, federal, state, local and Bermuda and other foreign returns, estimates, declarations, information statements and reports (“Returns”) relating to Taxes required to be filed by Parent Interwave and each of its subsidiaries Subsidiaries with any Tax authority, except and such Returns which are not true and correct in all material to Parent, respects and have been completed in material accordance with applicable law. Interwave and each of its Subsidiaries have paid all Taxes shown to be due on such Returns.
(ii) Parent Interwave and each of its subsidiaries as of the Effective Time will have Subsidiaries (A) has paid or accrued all Taxes it is required to pay or accrue and (B) has withheld with respect from each payment or deemed payment made to its employees past or present employees, officers, directors and independent contractors, suppliers, creditors, stockholders or other third parties all federal and state income taxes, material Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes deductions required to be withheldwithheld and has, except within the time and in the manner required by law, paid such Taxes which are not material withheld amounts to Parentthe proper governmental authorities.
(iii) Neither Parent Interwave nor any of its subsidiaries Subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent Interwave, nor has Interwave or any of its subsidiaries, nor has Parent or any of its subsidiaries Subsidiaries executed any unexpired waiver of any statute of limitations on or extending extensions of the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent Interwave or any of its subsidiaries by any Tax authority Subsidiaries is presently currently in progress, nor has Parent Interwave or any of its subsidiaries Subsidiaries been notified of any request for such an audit or other examination, nor is any taxing authority asserting, or to Interwave’s knowledge, threatening to assert, against Interwave or any of its Subsidiaries any claim for Taxes. There are no matters relating to material Taxes under discussion between any taxing authority and Interwave or any of its Subsidiaries.
(v) No material adjustment relating to any Returns filed by Parent Interwave or any of its subsidiaries Subsidiaries (and no claim by a taxing authority in a jurisdiction in which Interwave does not file Returns that Interwave or any of its Subsidiaries may be subject to taxation by such jurisdiction) has been proposed in writing proposed, formally or informally or, to Interwave’s knowledge, informally, by any Tax authority to Parent Interwave or any of its subsidiaries Subsidiaries or, to Interwave’s knowledge, any Interwave accountant, attorney or any other advisor or representative thereof.
(vi) Neither Parent Interwave nor any of its subsidiaries Subsidiaries has any liability for any material unpaid Taxes in excess of $50,000 (or the equivalent in other currencies) (whether or not shown to be due on any Return) which has not been accrued for or reserved on Parent Balance Sheet the most recent Interwave balance sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet Interwave’s most recent balance sheet in connection with the operation of the business of Parent Interwave and its subsidiaries Subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, Contract covering any employee or former employee of Parent Interwave or any of its subsidiaries Subsidiaries that, individually or collectivelyin the aggregate, would reasonably be expected to could give rise to the payment of any amount that would not be deductible as an expense pursuant to Sections 280G, 404 or Section 162(m) of the Code, nor has Interwave or any of its Subsidiaries made any payment of any amount that would not be deductible as an expense pursuant to Section 404 of the Code.
(viii) Neither Parent Interwave nor any of its subsidiaries Subsidiaries: (A) has filed ever been a member of an affiliated group filing a consolidated Return; (B) has ever been a party to any consent Tax sharing or Tax allocation agreement, arrangement or understanding and does not owe any amount under any such agreement; (C) is liable for the Taxes of any other person under United States 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; and (D) is currently a party to any joint venture, partnership or other arrangement that could be treated as a partnership for income Tax purposes.
(ix) There are no Liens on the assets of Interwave or any of its Subsidiaries relating to or attributable to Taxes except for Liens for Taxes not yet due and payable.
(x) Neither Interwave nor any of its Subsidiaries has requested or received a ruling from any taxing authority or signed a closing or other agreement with any taxing authority which would reasonably be expected to have an adverse effect on Interwave.
(xi) Neither Interwave 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 341(f) 355 of the Code or agreed Code: (A) in the two years prior to have Section 341(f)(2the date of this Agreement or; (B) of the Code apply to any disposition in a distribution which could otherwise constitute part of a subsection “plan” or “series of related transactions” (f) asset (as defined in within the meaning of Section 341(f)(4355(e) of the Code) owned by Parent or any of its subsidiariesin conjunction with the Amalgamation.
(ixxii) Neither Parent nor any Interwave and each of its subsidiaries is party Subsidiaries are in compliance in all material respects with all terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement, approval or order of any government and, to the knowledge of Interwave, subject to receipt of the Approvals required herein, the consummation of the Amalgamation will not have any adverse effect on the validity and effectiveness of any such Tax exemptions, Tax holiday or has any obligation under any tax-sharing, tax indemnity or tax allocation other Tax reduction agreement or arrangementorder.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Interwave Communications International LTD)
Tax Returns and Audits. Except as set forth in Schedule 2.8:
(i) Parent The Company as of the Effective Time will have prepared and each of its subsidiaries have timely filed all Returns required federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") due on or before the Effective Time relating to any and all Taxes required concerning or attributable to be filed by Parent the Company or its operations and each of its subsidiaries with any Tax authority, except such Returns which are not or will be prior to filing true and correct in all material to Parent, respects and have paid all Taxes shown to be due on such Returnsbeen completed in accordance with applicable law.
(ii) Parent and each of its subsidiaries The Company as of the Effective Time Time: (A) will have paid (if due on or before the Effective Time) or accrued on the Company Current Balance Sheet all Taxes it is required to pay, or which are attributable to the period ending December 31, 1997 and (B) will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parent.
(iii) Neither Parent nor any of its subsidiaries The Company has not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, assessed, or to its Knowledge proposed or assessed against Parent or any of its subsidiariesthe Company, nor has Parent or any of its subsidiaries the Company executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority the Company is presently currently in progress, nor has Parent or any of its subsidiaries the Company been notified of any request for such an audit or other examination.
(v) No adjustment relating to The Company does not have any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability liabilities for any material unpaid federal, state, local and foreign Taxes which has have not been accrued for or reserved on Parent Balance Sheet for in accordance with GAAPGAAP on the Company Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material and the Company has no Knowledge of any basis for the assertion of any such liability attributable to Parentthe Company, other than any liability its assets or operations.
(vi) The Company has provided to Parent or has made available to representatives of Parent for unpaid Taxes that may have accrued inspection copies of all federal and state income and all state sales and use Tax Returns for all periods since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary courseCompany's incorporation.
(vii) There is are (and as of immediately following the Effective Date there will be) no liens, pledges, charges, claims, security interests or other encumbrances of any sort on the assets ("LIENS") of the Company relating to or attributable to Taxes.
(viii) The Company has no Knowledge of any basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any Lien on the Company.
(ix) None of the Company's assets are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code.
(x) As of the Effective Time, there will not be any contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreementarrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries the Company that, individually or collectively, would reasonably be expected to could give rise to the payment of any amount that would not be deductible pursuant to Sections Section 280G, 404 G or 162(m) 162 of the Code.
(viiixi) Neither Parent nor any of its subsidiaries The Company has not filed 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 defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiariesthe Company.
(ixxii) Neither Parent nor any of its subsidiaries The Company is not a party to a tax sharing or has allocation agreement nor does the Company owe any obligation amount under any tax-sharing, tax indemnity or tax allocation agreement or arrangementsuch agreement.
(xxiii) None of Parent's or its subsidiaries' assets are tax exempt use The Company is not, and has not been at any time, a "United States real property holding corporation" within the meaning of Section 168(h897(c)(2) of the Code.
(xiv) Since December 31, 1997 no taxes have been incurred except in the ordinary course of business.
Appears in 1 contract
Samples: Merger Agreement (Healtheon Corp)
Tax Returns and Audits. (i) Parent and each of its subsidiaries have Seller has timely filed (taking into account valid extensions of the time for filing) all Returns relating to Taxes Tax returns required to be have been filed and all such Tax returns were true, correct and complete in all material respects. All Taxes owed by Parent and each of its subsidiaries with Seller (whether or not shown on any Tax authority, except such Returns return) that have become due and payable have been paid. Seller is not currently the beneficiary of any extension of time within which are to file any Tax return. No claim has ever been made by an authority in a jurisdiction where Seller does not material file Tax returns that it is or may be subject to Parent, and have paid all Taxes shown to be due on such Returnstaxation by that jurisdiction.
(ii) Parent Seller has withheld and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees paid all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheldhave been withheld and paid in connection with amounts paid or owing to any employee, except such Taxes which are not material to Parentindependent contractor, creditor, member, or other third party.
(iii) Neither Parent nor Seller has made available (or will make available through the date of Closing) to Purchaser (i) correct and complete copies of all Tax returns of Seller relating to the Assets and (ii) any examination reports, statements of its subsidiaries deficiencies and assessments by any governmental authority against or agreed to by Seller since December 31, 2001. Seller does not expect any authority to assess additional Taxes for any period for which Tax returns have been filed. There is no dispute or claim concerning any Tax liability of Seller claimed, threatened or otherwise raised by any authority. Seller has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries executed any unexpired waiver of not waived any statute of limitations on in respect of Taxes or extending the period for the agreed to any extension of time with respect to a Tax assessment or collection of any Taxdeficiency.
(iv) No audit There are no liens or other examination of any Return of Parent or security interests on any of its subsidiaries by the Assets that arose in connection with any Tax authority is presently in progress, nor has Parent failure (or alleged failure) to pay any of its subsidiaries been notified of any request for such an audit or other examinationTax.
(v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
(viii) Neither Parent nor any of its subsidiaries has filed 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 defined in Section 341(f)(4) of the Code) property owned by Parent or any of its subsidiaries.
(ix) Neither Parent nor any of its subsidiaries Seller is party to or has any obligation under any “tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property property” within the meaning of Section 168(h) of the Code. Seller is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954.
(vi) Seller is not under any obligation to make a payment that will not be deductible under Section 280G of the Internal Revenue Code of 1986 (the “Code”). Seller has disclosed on its Tax returns all positions taken therein that could give rise to a substantial understatement (i) of federal income tax under Code Section 6662 or (ii) of any Tax under a similar provision of state, local or foreign Tax law. Seller has not engaged in any transaction which would be treated as a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4 or otherwise been involved in a transaction which would require it to disclose a “reportable transaction.” Seller has not been a member of an affiliated group filing a consolidated federal income Tax return and does not have any liability for the Taxes of any Person (other than Seller) under Treasury Regulations Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract, or otherwise. Seller has not been a party to any Tax allocation or sharing agreement. Neither Seller nor its subsidiaries is currently or has 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.
(vii) Seller is and has been in full compliance with all terms and conditions of any Tax exemptions, Tax holidays or other Tax reduction agreements. The consummation of the transactions contemplated herein will not have any material adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or other Tax reduction agreement or order.
(viii) Neither the Seller nor any of its Subsidiaries has constituted either a “distribution corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Code Section 355 (a) in the two year prior to the date of this Agreement or (b) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Code Section 355(c)).
(ix) Seller has not, with respect to any open taxable period, applied for and been granted permission to adopt a change in its method of accounting requiring adjustments under Section 481 of the Code or comparable state or foreign law.
(x) None of Seller nor its Subsidiaries is a partner in any entity classified as a partnership for federal income Tax purposes.
(xi) Neither Seller nor any of its Subsidiaries has made an election under Treasury Regulations Section 301.7701-3 with respect to any entity.
(xii) None of Seller nor its Subsidiaries 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 prior to, on, or after the Closing Date as a result of any deferred intercompany gain or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of federal state, local or foreign income Tax law).
Appears in 1 contract
Samples: Asset Purchase Agreement (Horizon Health Corp /De/)
Tax Returns and Audits. (i) Parent HoldCo as of the Closing will have prepared and each of its subsidiaries have timely filed all Returns material federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes required that it is obligated to be filed by Parent file and each of its subsidiaries with any Tax authority, except such Returns which are not true and correct in all material to Parent, and respects. HoldCo as of the Closing will have paid all Taxes shown it is required to be due on such Returns.
(ii) Parent pay and each of its subsidiaries as of the Effective Time will have withheld or paid with respect to its employees (and timely paid over any withheld amounts to the appropriate taxing authority) all federal and state income taxes, Taxes pursuant to FICAFederal Insurance Contribution Act, Taxes pursuant to the FUTA Federal Unemployment Tax Act and other Taxes required to be withheld, except such Taxes which are withheld or paid. HoldCo has not material to Parent.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax Tax, nor is there any material Tax deficiency outstanding, assessed or proposed or assessed against Parent or any of its subsidiariesHoldCo, nor has Parent or any of its subsidiaries HoldCo executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) . No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority HoldCo is presently in progress, nor has Parent or any of its subsidiaries HoldCo been notified in writing of any request for such an audit or other examination.
(v) No adjustment relating to . There is no waiver of any Returns filed by Parent or any statute of its subsidiaries limitations for Taxes that is currently in effect. HoldCo has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof.
(vi) Neither Parent nor any of its subsidiaries has any liability no liabilities for any material unpaid Taxes as of the Current Balance Sheet Date which has have not been accrued for or reserved on Parent Balance Sheet against in accordance with GAAPGAAP on the Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than and HoldCo has not incurred any liability for unpaid Taxes that may have accrued since the date of Parent Current Balance Sheet in connection with the operation of the business of Parent and its subsidiaries Date other than in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent or any course of its subsidiaries is a party as of the date of this Agreement, including but not limited business. HoldCo has made available to the provisions Purchaser or its legal counsel copies of this Agreementall Tax Returns for HoldCo filed for all periods since its inception. There are (and immediately following the Closing there will be) no liens, covering pledges, charges, claims, restrictions on transfer, mortgages, security interests or other encumbrances of any employee or former employee of Parent or any of its subsidiaries that, individually or sort (collectively, would reasonably be expected "Liens") on the assets of HoldCo relating to give rise or attributable to the payment Taxes other than Liens for Taxes not yet due and payable. Neither HoldCo nor any Shareholder has knowledge of any amount that basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would not be deductible pursuant to Sections 280G, 404 or 162(m) result in any Lien on the assets of the Code.
(viii) Neither Parent nor any HoldCo. None of its subsidiaries has filed 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 (HoldCo's assets is treated as defined in Section 341(f)(4) of the Code) owned by Parent or any of its subsidiaries.
(ix) Neither Parent nor any of its subsidiaries is party to or has any obligation under any "tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) None of Parent's or its subsidiaries' assets are tax exempt use property property," within the meaning of Section 168(h) of the Code. HoldCo has not constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. HoldCo is not, and has not been at any time, a "United States Real Property Holding Corporation" within the meaning of Section 897(c)(2) of the Code. No adjustment relating to any Return filed by HoldCo has been proposed in writing by any tax authority to HoldCo or any representative thereof. HoldCo has not engaged in a transaction that is the same as or substantially similar to one of the types of transactions the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treasury Reg. 1.6011-4(b)(2).
Appears in 1 contract
Samples: Stock Purchase Agreement (Scientific Technologies Inc)
Tax Returns and Audits. Except as may be disclosed by SKS in Section 2.19 of the SKS Disclosure Letter:
(i) Parent and each of its subsidiaries have SKS has timely filed all Returns material federal, state, local and foreign returns, declarations, estimates, information statements and reports (including any schedule or attachment thereto) relating to Taxes (“Tax Returns”) required to be filed by Parent SKS, in all the jurisdictions in which it is or was required to file. Such Tax Returns are true and each of its subsidiaries correct in all material respects, have been completed in all material respects in accordance with any Tax authority, except such Returns which are not material to Parentapplicable Law, and have paid all Taxes shown to be due on such ReturnsTax Returns have been paid.
(ii) Parent SKS has delivered or made available to CHC correct and each complete copies of its subsidiaries as all Tax Returns (including extensions thereof), examination reports, statements of the Effective Time will have withheld deficiencies assessed against or agreed to by SKS, and other material correspondence with Taxing authorities filed or received with respect to periods beginning on or after January 1, 2017. There are no liens for Taxes (other than Taxes not yet due and payable or the amount or validity of which is being contested in good faith and for which adequate reserves have been established) upon any assets of SKS or its employees stock. All Taxes not yet due and payable have been properly accrued on the books of SKS, and adequate reserves have been established therefor; the charges, accruals and reserves for Taxes provided for on the financial statements delivered to CHC are adequate in all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld, except such Taxes which are not material to Parentrespects.
(iii) Neither Parent nor any of its subsidiaries has been delinquent in the payment of any material Tax nor There is there any material no Tax deficiency outstanding, proposed in writing or assessed against Parent or any of its subsidiariesSKS by a Taxing authority, nor has Parent or any of its subsidiaries SKS executed any unexpired waiver or extension of any statute of limitations on or extending the period for the assessment assessment, reassessment or collection of any Tax, and no power of attorney granted by SKS with respect to any Taxes is currently in force.
(iv) No audit Tax audits or other examination administrative proceedings or court proceedings are presently pending or in progress with regard to any Taxes or Tax Returns of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examinationSKS.
(v) No adjustment relating SKS has not been a member of any consolidated, combined or unitary group for federal, state, local or foreign Tax purposes. SKS has not been a party to any Returns filed by Parent joint venture, partnership or any of its subsidiaries has been proposed in writing formally or informally by any other arrangement that could be treated as a partnership for federal income Tax authority to Parent or any of its subsidiaries or any representative thereofpurposes.
(vi) Neither Parent nor any of SKS has (i) withheld all amounts required to be withheld from its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet employees, agents, contractors and nonresident members and remitted such amounts to the proper agencies; (ii) paid all required employer contributions and premiums and (iii) filed all Tax Returns with respect to employee income tax withholdings, Social Security and unemployment taxes and premiums, and other payroll Taxes, all in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection compliance with the operation withholding Tax provisions of the business of Parent and its subsidiaries in the ordinary courseapplicable Tax laws.
(vii) There SKS has not entered into any closing agreement which affects any Taxes of SKS for any taxable year ending after the Closing Date. SKS is no contract, agreement, plan or arrangement to which Parent or any of its subsidiaries is not a party as to any Tax sharing agreement or similar arrangement for the sharing of Tax liabilities or benefits (other than customary Tax indemnifications contained in credit or other commercial agreements the date primary purpose of this Agreement, including but which agreements does not limited relate to the provisions of this Agreement, covering any employee or former employee of Parent or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the CodeTaxes).
(viii) Neither Parent nor SKS has not agreed to, and is not required to, make any of its subsidiaries has filed 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 adjustment by reason of a subsection change in accounting method that affects any taxable year ending after the Closing Date (f) asset (as defined other than changes required by the Share Purchase). No Taxing authority has proposed to SKS any such adjustment or change in Section 341(f)(4) of accounting methods that affects any taxable year ending after the Code) owned by Parent Closing Date. SKS does not have any application pending with any Taxing authority requesting permission for any changes in accounting methods that relate to its business or operations and that affects any of its subsidiariestaxable year ending after the Closing Date.
(ix) Neither Parent nor No asset of SKS is “tax exempt use property” under Code Section 168(h). No portion of the cost of any asset of its subsidiaries is party to SKS has been financed directly or has any obligation under indirectly from the proceeds of any tax-sharing, tax indemnity exempt state or tax allocation agreement or arrangementlocal government obligation described in Code Section 103(a).
(x) None of Parent's the assets of SKS is property that SKS is required to treat as being owned by any other person pursuant to the safe harbor lease provision of former Code Section 168(f)(8).
(xi) No written claim has been made by a Taxing authority that SKS has not properly paid Taxes or its subsidiaries' assets are tax exempt use property filed Tax Returns in a jurisdiction in which SKS does not file a Tax Return.
(xii) In the past five (5) years, SKS has not been a party to a transaction that has been reported as a reorganization within the meaning of Code Section 168(h368 or distributed a corporation (or been distributed) in a transaction that is reported to qualify under Code Section 355 or Section 356.
(xiii) SKS has not engaged in any transaction which is a “listed transaction” within the meaning of Income Tax Regulation Section 1.6011-4(b)(2), or otherwise a “reportable transaction” for purposes of Code Section 6011, that could affect the income Tax liability for any taxable year not closed by the statute of limitations.
(xiv) Section 2.19(b)(xiv) of the CodeSKS Disclosure Letter sets forth all Tax exemptions, Tax holidays or other Tax reduction or incentives agreements or arrangements applicable to the Company (the “Tax Holidays”). The Company has made available to Buyer all documentation relating to such Tax Holidays. The Company is in full compliance with the requirements for any of such Tax Holidays and the consummation of the actions contemplated in this Agreement will not have any adverse effect on: (i) the validity and effectiveness of any Tax Holidays; and (ii) the continued qualification for any grants or the terms or duration thereof or require any recapture of any previously claimed incentive under such grants.
(xv) The Company has never made any election to be treated as “Benefited Enterprise” (Mifaal Mutav) nor did it take any position of being a “Preferred Enterprise” (Mifaal Muadaf) under the Law for Encouragement of Capital Investments, 1959.
(xvi) The Company has never received any tax benefit or subsidy from any Governmental Authority.
(xvii) The prices and terms for the provision of any loan, property or services by or to the Company are at arm’s length for purposes of the relevant transfer pricing Laws and all related documentation required by such Laws has been timely prepared or obtained and retained.
(xviii) The Company complies, and has always been compliant with the requirements of Section 85A of the Ordinance and the regulations promulgated thereunder.
(xix) The Company is not subject to any restrictions or limitations pursuant to Part E2 of the Ordinance or pursuant to any Tax ruling made with reference to the provisions of Part E2.
(xx) The Company does not and has never participated or engaged in any transaction listed in Section 131(g) of the Ordinance and the Income Tax Regulations (Reportable Tax Planning), 5767-2006 promulgated thereunder.
(xxi) The Company is not and has never been a real estate corporation (Igud Mekarke’in) within the meaning of this term under Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 5723-1963.
(xxii) The Company is not or has not been subject to, or required to be registered for, Tax in any country other than its country of incorporation by virtue of being treated as a resident of or having a permanent establishment or other place of business in that country.
(xxiii) The Company is duly registered for the purposes of Israeli value added tax and has complied in all respects with all requirements concerning value added Taxes. The Company (i) has not made any exempt transactions (as defined in the Israel Value Added Tax Law of 1975) and there are no circumstances by reason of which there might not be an entitlement to full credit of all VAT chargeable or paid on inputs, supplies, and other transactions and imports made by it, (ii) has collected and timely remitted to the relevant Taxing Authority all output VAT which it is required to collect and remit under any applicable law; and (iii) has not received a refund for input VAT for which it is not entitled under any applicable Law.
(xxiv) (Except as set forth in Section 2.19(b)(xxiv) of the SKS Disclosure Letter, there is no taxable income of the Company realized prior to (and reflects economic income arising prior to) the Closing Date that will be required under applicable Law to be reported by Buyer or the Company or any of their affiliates for a taxable period beginning after the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (ComSovereign Holding Corp.)
Tax Returns and Audits. (i) Parent Twin Vee Inc. and each of its subsidiaries have timely filed all Returns federal, state, local and foreign returns, estimates, information statements and reports (“Twin Vee Inc. Returns”) relating to Taxes required to be filed by Parent Twin Vee Inc. and each of its subsidiaries with any Tax authority, except such Returns which are not material to ParentTwin Vee Inc. or which are for taxes being contested. Such Twin Vee Inc. Returns are true and correct in all material respects, have been completed in accordance with applicable law, and have paid all Taxes shown to be due on such ReturnsTwin Vee Inc. Returns have been paid. There are no liens for Taxes (other than Taxes not yet due and payable) upon any assets of Twin Vee Inc. or any of its subsidiaries.
(ii) Parent Twin Vee Inc. and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to the Federal Insurance Contribution Act (“FICA”), Taxes pursuant to the FUTA Federal Unemployment Tax Act (“FUTA”) and other Taxes required to be withheld, except such Taxes which are not material to Parent.
(iii) Neither Parent Twin Vee Inc. nor any of its subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against Parent Twin Vee Inc. or any of its subsidiaries, nor has Parent Twin Vee Inc. or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Parent Twin Vee Inc. or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent Twin Vee Inc. or any of its subsidiaries been notified of any request for such an audit or other examination.
(v) No adjustment relating to any Returns filed by Parent Twin Vee Inc. or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent Twin Vee Inc. or any of its subsidiaries or any representative thereof.
(vi) Neither Parent Twin Vee Inc. nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on Parent Twin Vee Inc. Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to ParentTwin Vee Inc., other than any liability for unpaid Taxes that may have accrued since the date of Parent Twin Vee Inc. Balance Sheet in connection with the operation of the business of Parent Twin Vee Inc. and its subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which Parent Twin Vee Inc. or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent Twin Vee Inc. or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code. There is no contract, agreement, plan or arrangement to which Twin Vee Inc. is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.
(viii) Neither Parent Twin Vee Inc. nor any of its subsidiaries has filed 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 defined in Section 341(f)(4) of the Code) owned by Parent Twin Vee Inc. or any of its subsidiaries.
(ix) Neither Parent Twin Vee Inc. nor any of its subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement.
(x) None of Parent's Twin Vee Inc.’s or its subsidiaries' ’ assets are tax exempt use property within the meaning of Section 168(h) of the Code.
(xi) Neither Twin Vee Inc. nor any subsidiary of Twin Vee Inc. has participated as either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code.
Appears in 1 contract
