Tax Warranty. The Purchaser and Seller warrant that their tax obligations have been dutifully discharged and are fully up to date.
Tax Warranty. To the best of Seller's knowledge and belief, Seller has filed all federal, state (including sales and use taxes and withholding, unemployment and payroll related taxes) and local tax returns relating to the Retail Business as required by law and has paid, through the applicable reporting period, all taxes, assessments, and penalties due and payable.
Tax Warranty. To the extent that it is not at any time on or after the date hereof a Qualifying Lender within paragraph (a), (b) or (c) of the definition of "Qualifying Lender" in clause 9.13 below, each Lender warrants that it is, and will continue to be, a Qualifying Lender within paragraph (d) of that definition. Each Lender agrees to indemnify the Borrower, on demand and on an after-tax basis, against any tax, losses or other liabilities, together with any interest, penalties and expenses payable in connection therewith, which the Borrower incurs as a result of a breach of the warranty given by the relevant Lender in this clause 9.9.
Tax Warranty. All Taxes to be paid or withheld and remitted by any Group Entity have been duly paid or withheld and remitted to the appropriate Tax Authority. Exception: ***
Tax Warranty. No Group Entity is involved in any current dispute with any Tax Authority. No Group Entity is currently subject to any audit by any Tax Authority. To the best of Seller’s knowledge, no legal proceeding has been threatened, formally or informally, against or with respect to any Group Entity regarding Taxes. Exception: ***
Tax Warranty. No adjustment for any amount of Tax has been asserted or assessed, formally or informally, by a Tax
Tax Warranty. No Group Entity or any Person on behalf of an Group Entity, other than by operation of Law, has consented to extend the time in which any Tax may be assessed or collected by any Tax Authority. Exception: ***
Tax Warranty. No Group Entity has been a member of a group filing a Tax Return on an affiliated basis. Exception: *** Schedule 18 PURCHASER’S WARRANTIES
1.2 The Purchaser validly exists and is a company duly organized under the law of its jurisdiction of incorporation. The Austrian Purchaser validly exists and is a company duly organized under the law of its jurisdiction of incorporation.
1.3 The Purchaser and the Austrian Purchaser have the full power and authority to enter into and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement, which, when executed, and assuming due execution by the other parties hereto, will constitute valid and binding obligations of the Purchaser and the Austrian Purchaser in accordance with their respective terms, subject to mandatory provisions of applicable law.
1.4 The Purchaser and the Austrian Purchaser have taken all corporate actions required by each of them to authorise it to enter into and to perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement.
Tax Warranty. (a) The Seller is only liable to the Buyer for breach of the Tax Warranty when the relevant Tax or Duty becomes due and payable by the Buyer or any member of the Company Group.
(b) The Buyer must promptly notify the Seller of the receipt of any assessment of Tax or Duty referred to in clause 8.3(a).
