Tax Warranties. (a) The information provided in the Tax Fact Book is true and accurate in all material respects and is not misleading in any material respect and, with regard to contingency reserves, audits and examinations, is still true and accurate as of the Financial Closing Date.
(b) All Tax Returns required to have been filed by each Target Company have been filed on time. Such Tax Returns are true and accurate in all material respects.
(c) All Taxes which are or have been due and owing by each Target Company (whether or not shown on any Tax Return) have been paid on time.
(d) The Combined Carve Out Financial Statements contain any provision, reserve or allowance in respect of Tax required by all relevant laws and US-GAAP to have been contained therein and present fairly, in all material respects, the Tax position of the Target Companies as of the date to which they relate. If all relevant facts now known to Seller, Target Companies and/or their auditors had been known by Target Companies and their auditors when the Combined Carve Out Financial Statements were prepared, any provision, reserve or allowance in respect of Tax that would have been shown in the Combined Carve Out Financial Statements in those circumstances would have been the same as the provision, reserve or allowance which was in fact shown therein.
(a) Each Target Company is and has at all times been resident for Tax purposes in its place of incorporation and is not and has not at any time been treated as resident in any other jurisdiction for any Tax purposes. No Target Company is subject to Tax in any jurisdiction other than its place of incorporation other than Disclosed by Seller in the Tax Fact Book.
(b) No Target Company is involved in any current dispute or action with a Tax Authority or is or has in the last five years been the subject of any investigation, enquiry, audit or non-routine visit by any Tax Authority other than Disclosed by Seller in the Tax Fact Book. Seller is not aware that in relation to any of the Target Companies an investigation, enquiry, audit or non-routine visit by any Tax Authority is planned.
(c) No Tax Authority has operated or agreed to operate any special arrangements (being an arrangement which is not based on relevant legislation or any published practice) in relation to any Target Company's Tax affairs.
(d) There are no encumbrances for Taxes upon the assets of any Target Company.
(e) No Target Company is a party to, or bound by, any Tax indemnity, Tax sharing or...
Tax Warranties. The provisions of paragraphs 4, 5, 6 and 7 of Schedule 7 shall apply to the Tax Warranties.
Tax Warranties. 29
29.1 All notices, returns (including any land transaction returns), reports, accounts, computations, statements, assessments and registrations and any other necessary information submitted by the Company or any Subsidiary to any Taxation Authority for the purposes of Taxation have been made on a proper basis, were punctually submitted and so far as the Sellers are aware, were accurate and complete in all material respects when supplied and remain accurate and complete in all material respects and none of the above is, or is likely to be, the subject of any material dispute with any Taxation Authority.
29.2 All Taxation (whether of the United Kingdom or elsewhere) for which the Company or any Subsidiary is or has been liable or is liable to account for has been duly paid (insofar as such Taxation ought to have been paid).
29.3 Neither the Company nor any Subsidiary has made any payments representing instalments of corporation tax pursuant to the Corporation Tax (Instalment Payments) Regulations 1998 in respect of any current or preceding accounting periods and is not under any obligation to do so.
29.4 Neither the Company nor any Subsidiary has paid within the past seven years ending on the date of this Agreement or so far as the Sellers are aware will become liable to pay any penalty, fine, surcharge or interest charged by virtue of the provisions of the TMA 1970 or any other Taxation Statute.
29.5 Neither the Company nor any Subsidiary has within the past 12 months been subject to any visit, audit, investigation, discovery or access order by any Taxation Authority and the Sellers are not aware of any circumstances existing which make it likely that a visit, audit, investigation, discovery or access order will be made in the next 12 months.
29.6 The amount of Taxation chargeable on the Company or any Subsidiary during any accounting period ending on or within the six years before Completion has not, to any material extent, depended on any concession, agreements or other formal or informal arrangement with any Taxation Authority.
29.7 All transactions in respect of which any clearance or consent was required from any Tax Authority have been entered into by the Company or any Subsidiary after such consent or clearance has been properly obtained, any application for such clearance or consent has been made on the basis of full and accurate disclosure of all relevant material facts and considerations, and all such transactions have been carried into effect o...
Tax Warranties. (a) The Company and the Subsidiaries fulfil all requirements for a VAT registration with effect as of the date of incorporation of the Company.
(b) The Company and the Subsidiaries have duly filed with the appropriate tax authorities all tax returns and reports in respect of any and all Taxes required to be duly filed with such tax authorities. The Company and the Subsidiaries have paid to the appropriate tax authorities all Taxes required to be paid to them according to filed tax returns or according to orders to pay issued by tax authorities. The Company and the Subsidiaries are not in breach or in default in respect of any Taxes.
(c) There are no tax audits currently pending against the Company or the Subsidiaries.
(d) All Taxes required to have been paid by the Company and the Subsidiaries have been paid in due time. The Company and the Subsidiaries have not been given or has been granted by any tax authority any waiver or extension of any period of limitation governing the time of assessment or collection of any Taxes.
Tax Warranties. (a) the Seller has been holding the Sale Shares on a continuous basis as “investment” (capital asset) since the date of its acquisition, and not as “stock-in-trade”;
(b) the Seller has a valid Permanent Account Number (‘PAN’) in India and all tax returns required to be filed have been filed by the Seller, including the return of income for both of the two immediately preceding assessment years prior to FY22, in accordance and within prescribed timeline as per the provisions of the IT Act;
(c) the 281 Report in entirety and Capital Gain Tax report in entirety, including the notes and annexures is true, complete and accurate in all respects;
(d) all the information, representations and documents provided by the Seller to the Big 4 Accounting Firm, for issuing the (i) 281 Report, and (ii) Capital Gain Tax report, is true, complete and accurate in all respects.
Tax Warranties. 24.1 All payments in respect of Tax which should have been made by the Group have been made in full by or on behalf of the Group within the requisite periods.
24.2 The provisions or reserves for Tax in the Accounts (other than in respect of deferred Taxation) are sufficient (on the basis of the rates of Tax current at the date of those accounts) to cover all Tax for which the Company was at the Accounts Date liable in accordance with generally accepted accounting practice.
24.3 The Group has prepared, kept and preserved sufficient records as required by law and to enable it to deliver materially correct and complete returns. Such records are materially accurate and up-to-date. The Company has in its possession or power all the records and information which it needs to determine its liabilities to Taxation which may arise on the disposal or deemed disposal of any of its assets in the future (including, without limitation, all documentation required to comply with its liabilities if any, pursuant to transfer pricing legislation in any jurisdiction).
24.4 All material returns, amended returns, computations, notices, claims, elections, filings or other documents which have been made by the Group for any Taxation purpose were submitted within the prescribed time limits and were correct in all material respects.
24.5 The Disclosure Letter gives full details of all elections, notices, claims and disclaimers which have been assumed to have been made for the purposes of computing any provision for Tax in the Accounts.
24.6 The Group is not involved in any material dispute in relation to Taxation and so far as the Company is aware no circumstances exist by reason of which such a dispute may arise. The Company has not, within the last six (6) years, been subject to any non-routine visit, audit, investigation, enquiry, discovery or access order by any Tax Authority.
Tax Warranties. (a) The Company has filed with the appropriate authorities all tax returns and reports in respect of any and all Taxes required to be filed with such tax authorities and any Taxes payable are recorded in full in the Accounts and will be recorded in full in the Completion Accounts.
(b) The Company has paid or will pay to the appropriate tax authorities all Taxes required to have been paid to them as of the date hereof and as of the Completion Date. The Company is not in default in respect of any Taxes for any year or part thereof of the taxable years up to and including the Completion Date.
(c) There are no tax audits currently pending against the Company.
Tax Warranties. (a) The Company has in due time filed with the appropriate authorities all Tax returns and other filings in respect of any and all Taxes required to be filed with such authorities. Such filings contain true and complete information as required by applicable law and regulations.
(b) Provisions have been made in full in the Accounts for any and all potential Tax liability.
(c) The Company has paid to the appropriate authorities or duly withheld or deducted all Taxes required to be so paid or withheld or deducted and has duly accounted for and delivered any such withholdings and deductions to the relevant authorities. No Group Company is in default in respect of, nor will the Company be liable, for any Taxes for any year or part thereof of the Company’s taxable years until the Closing Date.
(d) The Company is not and has not during the six-year period prior to the date of this Agreement been involved in or subject to any audit, investigation, dispute or litigation relating to any Taxes and there is no such audit, investigation, dispute or litigation pending or threatened against the Company.
(e) No Tax will be levied on the Company except (i) with respect to events taking place or having taken place prior to the Closing Date, to the extent properly accounted for in the Accounts, or (ii) with respect to the period between the Accounts Date and the Closing Date, income tax on normal business profits of the Company arising from transactions entered into in the Ordinary Course of Business.
(f) The Company has at all times been resident for taxation purposes in Italy and nowhere else.
(g) If each of the capital assets of the Company was disposed of for a consideration equal to the book value of that asset in, or adopted for the purposes of, the Accounts or, in the case of assets acquired since the Balance Sheet Date, equal to the acquisition cost, no liability to Tax on chargeable gains or adjustment of tax depreciation would arise.
(h) The Company has sufficient records to enable it to compute its liability for Taxes that would arise upon a disposal or realisation of each asset owned by the Company at the Balance Sheet Date or acquired by the Company since that date but on or before Closing Date.
(i) The entering into, compliance with or completion or performance of this Agreement will not result in any profit or gain being deemed to accrue to the Company for taxation purposes.
(j) No relief (meaning any relief, loss or losses carried forward, allowance, exemptio...
Tax Warranties. Clause 3 (Limits on Clause 2) of the Tax Covenant shall apply to any claims made in respect of the Tax Warranties. The provisions of Clause 6 (Claims Procedure) shall apply in respect of any claim, action or demand in relation to the Tax Warranties as if any such claim, action or demand were a Claim (as defined in the Tax Covenant).
Tax Warranties. Seller represents and warrants:
(i) That it will pay any and all taxes in compliance with the applicable laws and regulations;
(ii) that all forms, filings, and information provided to any taxing authority were timely filed and were, at the time of filing and continue to be, complete and accurate;
(iii) so far as the Seller is aware, there is no liability in respect of taxation (whether actual or contingent) or any liability for interest, penalties or charges imposed in relation to any taxation arising in any part of the world that is not adequately disclosed or provided for in full in the Accounts and Management Accounts;
(iv) so far as the Seller is aware, Seller is not and has not in the last three years been the subject of a Tax Authority unresolved investigation or other dispute regarding Tax or duty recoverable from the Seller or regarding the availability of any relief from Tax or duty to the Seller and there are no facts which are likely to cause such an investigation or audit to be instituted or such a dispute to arise and all returns made by the Seller are agreed with the appropriate Tax Authority;
(v) Seller has neither been a party to nor otherwise involved in any transaction, scheme or arrangement:
(a) the sole or dominant purpose of which was to obtain a tax benefit by the avoidance, postponement or reduction of a liability to tax within the meaning of the applicable tax legislation.
(b) which reduces or would reduce the amount of tax payable by any person and which is artificial or fictitious or in respect of which any disposition is not given effect to within the meaning of the applicable tax legislation.
(vi) Seller will assist Buyer in responding to any future inquiry from or dispute with a Taxing Authority.
