Tax Returns and Tax Payments. Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Parent Material Adverse Effect (provided the foregoing exception shall not apply to clause (m) or (n) below): (a) Parent and the Parent Subsidiaries have timely filed (or, as to the Parent Subsidiaries, Parent has filed on behalf of such Subsidiaries) all Tax Returns required to be filed by it, and all such Tax Returns are correct and complete in all material respects. (b) Parent and the Parent Subsidiaries have paid (or, as to the Parent Subsidiaries, Parent has paid on behalf of such Subsidiaries) all Taxes require to be paid, whether or not shown to be due on any Tax Returns or has provided (or, as to the Parent Subsidiaries, Parent has made provision on behalf of such Subsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. (c) Neither Parent nor any of the Parent Subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. (d) No claim for unpaid Taxes has been asserted against Parent or any of the Parent Subsidiaries by a Tax authority. (e) There are no Liens for Taxes upon the assets of Parent or any Parent Subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate Proceedings and with respect to which adequate reserves have been taken. (f) No audit of any Tax Return of Parent or any of the Parent Subsidiaries is being conducted by a Tax authority. (g) Neither Parent nor any of the Parent Subsidiaries (A) is or since January 1, 2011 has been a member of a group (other than a group the common parent of which is Parent and/or any of the Parent Subsidiaries and includes only Parent and/or the Parent Subsidiaries) filing a consolidated, combined, affiliated, unitary or similar income Tax Return or (B) has any liability for Taxes of any Person (other than Parent or any of the Parent Subsidiaries) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law. (h) Neither Parent nor any of the Parent Subsidiaries is a party to or bound by or has any obligation under any Tax sharing or similar agreement or arrangement with any third-parties (other than commercial agreements the primary subject matter of which is not Tax matters). (i) Since January 1, 2011, no written claim has been made by any Tax authority in a jurisdiction where Parent or any of the Parent Subsidiaries has not filed a Tax Return that it is or may be subject to Tax by such jurisdiction. (j) Neither Parent nor any of the Parent 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 after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) as a result of Section 108(i) of the Code. (k) None of Parent or any of the Parent Subsidiaries has been a party to any “listed transaction” within the meaning of Section 6011 of the Code and the regulations thereunder. (l) In the last five years, none of Parent or any of the Parent Subsidiaries has distributed stock of another Person or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code, in each case, other than the Spin-Off. (m) Parent Knows of no facts, circumstances or transactions that would reasonably be expected to adversely affect the intended Tax treatment of Parent’s spin-off of DE US, Inc., Delaware corporation (“Spinco”), and any related transactions (including the acquisition of Spinco by MASTER BLENDERS 1753, B.V., an entity organized under the laws of the Netherlands) (the “Spin-Off”), as reflected in the private letter ruling from the Internal Revenue Service and the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, dated as of June 28, 2012 in respect of such transactions (the “Intended Tax Treatment”). (n) Assuming the 368 Opinion is delivered, neither Parent nor any Parent Subsidiary has taken any action or knows of any fact or circumstance that could reasonably be expected to prevent the Mergers, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Tax Returns and Tax Payments. Except as, individually or in the aggregate, has not had or and would not reasonably be expected to have a Parent Material Adverse Effect (provided the foregoing exception shall not apply to clause (m) or (n) below):Effect:
(a) Parent and the Parent Subsidiaries have timely filed (or, as to the Parent Subsidiaries, Parent has filed on behalf of such Parent Subsidiaries) all Tax Returns required to be filed by itthem, and all such Tax Returns are correct and complete in all material respects.
(b) Parent and the Parent Subsidiaries have paid (or, as to the Parent Subsidiaries, Parent has paid on behalf of such Parent Subsidiaries) all Taxes require to be paid, whether or not shown to be due on any such Tax Returns and have withheld and paid all Taxes that Parent or any of the Parent Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except, in each case, for Taxes contested in good faith for which Parent has provided (or, as to the Parent Subsidiaries, Parent has made provision on behalf of such Parent Subsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returnsin accordance with GAAP.
(c) Neither Parent nor any of the Parent Subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes.
(d) No claim for unpaid Taxes has been asserted against Parent or any of the Parent Subsidiaries by a Tax authorityauthority other than any claim that has been resolved, and Parent and the Parent Subsidiaries have not agreed to any extension of time with respect to a material Tax assessment or deficiency.
(e) There are no Liens for Taxes upon the assets of Parent or any Parent Subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate Proceedings and with respect to which adequate reserves have been taken.
(fd) No audit in respect of any Taxes or any Tax Return of Parent or any of the Parent Subsidiaries is being conducted by a Tax authorityauthority and there are no administrative or judicial proceedings currently pending with respect to any such Taxes or Tax Return.
(ge) Neither Parent nor any of the Parent Subsidiaries (A) is or since January 1, 2011 has been in the past five years a member of a group (other than a group the common parent of which is Parent and/or any of the Parent Subsidiaries Subsidiary and includes only Parent and/or the Parent Subsidiaries) filing a consolidated, combined, affiliated, unitary or similar income Tax Return or (B) has any liability for Taxes of any Person (other than Parent or any of the Parent SubsidiariesSubsidiary) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law.
(hf) Neither Parent nor any of the Parent Subsidiaries Subsidiary is a party to or bound by or has any obligation under any Tax sharing allocation, sharing, indemnity, reimbursement or similar agreement or arrangement with any third-parties (other than any customary Tax indemnification provisions in ordinary course commercial agreements the primary subject matter of which is not Tax matters).
(ig) Since January 1, 2011, no No written claim has been made by any Tax authority in a jurisdiction where Parent or any of the Parent Subsidiaries has not filed a Tax Return that it is or may be subject to Tax by such jurisdictionjurisdiction other than any such claims that have been resolved.
(jh) Neither Parent nor any of the Parent Subsidiaries has participated in a “listed transaction” or “a transaction of interest” within the meaning of Treasury Regulation Section 1.6011-4(b) or any similar provision of state, local or non-U.S. Law. If Parent or any Parent Subsidiary has participated in a “listed transaction” or “a transaction of interest” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Treasury Regulations.
(i) Neither Parent nor any of the Parent Subsidiaries will be required to include any a material item of income in, (or exclude any a material item of deduction from, taxable income for deduction) in any taxable period (or portion thereof) ending beginning after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) as a result of Section 108(i) of the Code.
(k) None of Parent or any of the Parent Subsidiaries has been a party to any “listed transaction” within the meaning of Section 6011 of the Code and the regulations thereunder.
(lj) In the last five years, none of Parent or any of the Parent Subsidiaries has distributed stock of another Person or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the CodeCode (or any similar provision of state, in each caselocal, other than the Spinor non-Off.
(m) Parent Knows of no facts, circumstances or transactions that would reasonably be expected to adversely affect the intended Tax treatment of Parent’s spin-off of DE US, Inc., Delaware corporation (“Spinco”), and any related transactions (including the acquisition of Spinco by MASTER BLENDERS 1753, B.V., an entity organized under the laws of the Netherlands) (the “Spin-Off”), as reflected in the private letter ruling from the Internal Revenue Service and the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, dated as of June 28, 2012 in respect of such transactions (the “Intended Tax Treatment”U.S. Law).
(n) Assuming the 368 Opinion is delivered, neither Parent nor any Parent Subsidiary has taken any action or knows of any fact or circumstance that could reasonably be expected to prevent the Mergers, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Rockwood Holdings, Inc.), Merger Agreement (Albemarle Corp)
Tax Returns and Tax Payments. Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Parent Material Adverse Effect (provided the foregoing exception shall not apply to clause (m) or (n) below):
(a) Parent and the Parent Subsidiaries have timely filed (or, as to the Parent Subsidiaries, Parent has filed on behalf of such Subsidiaries) all material Tax Returns required to be filed by it(taking into account any extensions of time within which to file such Tax Returns), and all such Tax Returns are were complete and correct and complete in all material respects.
(b) , and Parent and the Parent Subsidiaries have paid (or, as to the Parent Subsidiaries, Parent has paid on behalf of such Subsidiaries) all Taxes require to be paidmaterial Taxes, whether or not shown to be due on such Tax Returns, or have established an adequate reserve therefor in accordance with GAAP.
(b) (i) There are no current audits, examinations or other proceedings pending with regard to any Tax Returns material Taxes of Parent or has provided (or, as to the Parent Subsidiaries, ; and (ii) Parent has made provision on behalf of such Subsidiaries) reserves in its financial statements for any Taxes that or the Parent Subsidiaries have not been paid, whether received a written notice or not shown as being due on announcement of any Tax Returnsaudits or proceedings with respect to any material Taxes.
(c) Neither Parent nor any of the Parent Subsidiaries has granted any request that remains in effect for No waivers of the time statutes of limitations have been given by or requested with respect to assess any Taxesmaterial Taxes of Parent or any Parent Subsidiaries.
(d) No claim for unpaid Taxes has been asserted against There are no material Tax Liens upon any property or assets of Parent or any of and the Parent Subsidiaries by a Tax authoritySubsidiaries, except for Permitted Liens.
(e) There are no Liens for Taxes upon the assets None of Parent or any Parent SubsidiarySubsidiary has any material obligation under any Tax sharing, except for Liens for Taxes not yet due Tax allocation or Tax indemnity agreement or similar contract or arrangement, in each case with any third party (other than customary gross-up or indemnification provisions in credit, derivatives, leases and payable or for Taxes that are being disputed similar agreements entered into in good faith by appropriate Proceedings and with respect to which adequate reserves have been takenthe ordinary course of business).
(f) No audit of any Tax Return of Parent or any of the Parent Subsidiaries is being conducted by a Tax authority.
(g) Neither Parent nor any of the Parent Subsidiaries Subsidiary (A) is or since January 1, 2011 has been a member of a an affiliated group (other than a group the common parent of which is Parent and/or any of the Parent Subsidiaries and includes only Parent and/or the Parent SubsidiariesParent) filing a consolidated, combined, affiliated, unitary or similar consolidated federal income Tax Return or (B) has any liability for material Taxes of any Person (other than Parent or any of the Parent Subsidiaries) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law.
(hg) Neither Parent nor any Parent Subsidiary will be required, as a result of (A) a change in accounting method for a Tax period beginning on or before the Closing, to include any material adjustment under Section 481(c) of the Parent Subsidiaries is a party to Code (or bound by or has any obligation under similar provision of Tax Law) in taxable income for any Tax sharing period beginning on or after the Closing Date, (B) any “closing agreement” as described in Section 7121 of the Code (or any similar agreement provision of Tax Law); (C) an installment sale or arrangement with open transaction disposition made on or prior to the Closing Date; (D) a prepaid amount received on or prior to the Closing Date; or (E) an election under Section 108(i) of the Code, to include any third-parties (other than commercial agreements material item of income in or exclude any material item of deduction from any Tax period beginning on or after the primary subject matter of which is not Tax matters)Closing.
(ih) Since January 1, 2011, no No written claim has been made by any Tax authority in a jurisdiction where Parent or any of the Parent Subsidiaries Subsidiary has not filed a Tax Return that it is or may be subject to any material Tax by such jurisdiction.
(j) Neither Parent nor any of the Parent 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 after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) as a result of Section 108(i) of the Code.
(ki) None of Parent or any of the Parent Subsidiaries Subsidiary has been a party to any “listed transaction” within the meaning of Section 6011 of the Code and the regulations thereunder.
(lj) In the last five (5) years, none of Parent or any of the Parent Subsidiaries Subsidiary has distributed stock of another Person or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code, in each case, other than the Spin-Off.
(m) Parent Knows of no facts, circumstances or transactions that would reasonably be expected to adversely affect the intended Tax treatment of Parent’s spin-off of DE US, Inc., Delaware corporation (“Spinco”), and any related transactions (including the acquisition of Spinco by MASTER BLENDERS 1753, B.V., an entity organized under the laws of the Netherlands) (the “Spin-Off”), as reflected in the private letter ruling from the Internal Revenue Service and the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, dated as of June 28, 2012 in respect of such transactions (the “Intended Tax Treatment”).
(nk) Assuming the 368 Opinion is delivered, neither Parent nor any Parent Subsidiary has taken any action or knows of any fact or circumstance that could reasonably be expected to prevent the Mergers, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
(l) This Section 4.16 and Section 4.12 contain the sole representations and warranties of Parent and the Parent Subsidiaries with respect to Tax matters.
Appears in 2 contracts
Samples: Merger Agreement (Centene Corp), Merger Agreement (Health Net Inc)
