Taxes and Social Security Clause Samples

Taxes and Social Security. Purchaser and its subsidiaries have timely paid and discharged all taxes and social security contributions when due and timely and accurately filed all tax returns, and all other returns, reports and notifications required to be filed in accordance with applicable tax or social security laws and regulations. To the extent taxes or social security contributions were not due at the end of any fiscal year of Purchaser, sufficient reserves (Ruckstellungen) have been made in the balance sheets in the respective annual accounts. Other than in the course of an ordinary tax audit, no proceeding has been initiated or indicated to be initiated by any tax or other authority against Purchaser or its Affiliates in connection with their obligation to pay taxes or social security contributions.

Taxes and Social Security. (a) Each Group Company has in accordance with all applicable Legal Requirements (i) filed all Tax Returns which are required to be filed by it (ii) made all assessments of Taxes which are to be self-assessed, and has paid, or made adequate provision for the payment of, all Taxes which have or may become due and payable by it (whether or not shown on any Tax Return). All such Tax Returns are correct and complete and accurately reflect the liability for Taxes for the periods covered thereby. No claim exceeding, in aggregate, a value of EUR 20,000 has ever been made by any Governmental Body in a jurisdiction where a Group Company does not file Tax Returns that the relevant Group Company is or may be subject to taxation by that jurisdiction. No Group Company has received a request to file a Tax Return from a Governmental Body in a jurisdiction where it does not file Tax Returns. (b) No Group Company has agreed to, or has been requested to agree to, any extension or waiver of the statute of limitations applicable to any of its Tax Returns. Group Company has agreed to, nor has it been requested to agree to, any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired. No Group Company has failed to take any action that would have the effect of any such extensions or waivers. (c) No Group Company is a party to any Tax allocation, sharing or indemnification agreement. (d) There are no Liens for unpaid Taxes on the assets of any Group Company. (e) To the Sellers’ Knowledge, no Group Company has received any notice of assessment or proposed or threatened assessment in connection with any Tax or a Tax Return. There are no Tax examinations, Tax claims or Tax actions currently pending, asserted or threatened. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) Each Group Company has withheld and collected all Taxes required to have been withheld and collected and has paid over to the proper Taxing Authority all such Taxes in a timely manner, including but not limited to the cooperation agreement entered by and between Eco GER, Eco CH and the Company, dated February 15, 2010, and to any services rendered by Haberler GmbH or by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ to any Group Company. (g) No Group Company has requested any...

Taxes and Social Security. 16.1 Compliance in respect of Tax and Social Security Matters 16.1.1 The Company has complied with all applicable laws in respect of Tax and social security matters. 16.1.2 Without prejudice to the generality of the foregoing, the Company: (i) has filed in a timely manner with all competent authorities all income tax returns and other documents (including reports, financial statements, data relating to Taxes for which it is liable and Tax slips for any remuneration, commission or benefit granted to any shareholder, director, employee or any other person) that are required to be filed by it in respect of Taxes or social security contributions, and the information on such income tax returns and other documents is accurate and complete; (ii) has duly accounted the amount of all deferred Taxes; (iii) has made pre-payments in a timely manner in respect of all taxable income of the current financial year and the last financial year, in such amounts as are sufficient to avoid any Tax increase; and (iv) has paid in full in a timely manner all Taxes and social security contributions that are due. 16.1.3 The documents referred to in Clause 16.1.2 above are (i) correct and complete according to applicable Tax regulations and (ii) not and cannot be subject to dispute or disagreement with the Ministry of Finance (“Ministerio de Hacienda”) or any other Spanish or foreign Tax authorities. 16.1.4 All documents requested by any Spanish or foreign Tax authorities has been provided by the Company in the required times. 16.1.5 Section X:\DD OPERACION ▇▇▇▇▇▇▇▇\7-ASPECTOS FISCALES of the Data Room contains copies of all correspondence between the Company and any Tax authorities or any other competent authorities in respect of social security matters for the past four (4) years, as well as copies of all rulings and Tax agreements granted to, or concluded by, the Company for the past four (4) years. 16.1.6 All Taxes and social security contributions that the Company is or was required by any applicable law to withhold in connection with any amounts paid or owing to any employee, independent contractor, creditor, director, shareholder or any other third party including resident and non-resident recipients have been duly withheld and paid in a timely manner to all competent authorities. 16.1.7 Tax losses and Tax credits (including, for the avoidance of doubt, any Tax deduction) computed by the Company have been correctly calculated. 16.1.8 The Tax losses, relief and other deduction...

Taxes and Social Security. Except as disclosed to MARELLI, the Midas Companies and, as far as the operations or properties of the Midas Companies may be affected, MIDAS: (i) have fully and timely complied with all requirements in the matters of tax, social security and customs charges, withholdings, and other contributions; (ii) have duly and timely filed accurate and complete tax, social security, customs and any other report, notice, or documentation with the competent tax, social security and customs authority; (iii) have regularly and timely made all payments and withholdings with respect to taxes, social security and other contributions, and customs duties; (iv) have duly indicated in the Accounts all credits, obligations or Liabilities related to taxes, social security or other contributions and customs matters; and (v) have not received any past due assessment, injunction, request for payment, or any other communication from tax, social security, or customs authorities over the last 5 years, which are still pending.

Taxes and Social Security. 24.1 Since 31.12.2010 the Company has duly complied with all applicable Tax, social security, including mandatory housing fund contributions, where applicable, and mandatory insurance Applicable Laws in force from time to time in its relevant jurisdiction of incorporation and in any jurisdiction where the Company conducts or has in the past conducted its business. 24.2 Without limiting the generality of the foregoing, (i) any required Tax returns or Tax communications and social security or compulsory insurance declarations (INAIL), all such returns and declarations being true, correct, accurate and complete, have been filed, (ii) payment or provisions for the payment of all Taxes, direct or indirect, and social security and insurance charges have been duly made on a timely basis (including having paid al such required Taxes as reflected on such Tax returns) and (iii) all required actions as withholding agent, in accordance with the Applicable Laws have been taken. 24.3 There are no material (i) liabilities, whether accrued or contingent, for taxes, direct or indirect, social security and compulsory insurance charges (other than for the ordinary and periodical payments to be made on the respective due dates occurring after the date hereof), nor (ii) except as disclosed in the Disclosed Information, pending proceedings or assessments against the Company, for taxes, direct or indirect, social security or compulsory insurance payments nor (iii) any other Tax inspections, Tad audit, Tax police reports, Tax claims, Tax collections or any other claims by the tax or social security and compulsory insurance authorities against the Company or threatened in writing before any authority. 24.4 The Company is Tax resident in Italy and there are no claims pending or threatened in writing by any tax Competent Authority raising that the Company has ever carried on its business abroad by means of a permanent establishment. 24.5 The agreements between the Company, on one side, and the Seller’ Related Parties based outside of Italy, on the other side, have been carried out in compliance with any applicable transfer pricing rules of law. 24.6 To the Seller’s knowledge, no liabilities for Taxes (included either current, deferred or contingent liabilities) exist or are pending with respect to the Company, of whatsoever nature and from whatsoever acts entered, or transactions carried out by the Company or by other Person, except those evidenced in the Financial Statements, in th...

Taxes and Social Security. Tax deductions and contributions to the statutory social security system shall be made in accordance with the provisions in force.

Taxes and Social Security. (a) Each of the Company Group Members is and has been in compliance in all material respects with all Tax Applicable Laws applicable to it in the conduct of the Business. Each Company Group Member has duly filed all Returns required of each of them under all federal, state, local and foreign Tax Applicable Laws to which it is subject, and has paid all Taxes required to be paid by them, whether or not reflected in such Returns. All such Returns are true and correct in all material respects, and set forth all items to the extent required to be reflected or included in such Returns by applicable federal, state, local or foreign Tax Applicable Laws, regulations or rules. (b) No Tax examination or audit of any Return of any of the Company Group Members is in progress or, to the knowledge of the Seller, threatened. All deficiencies proposed as a result of any Tax examination or audit of any of the Company Group Members have been paid. There is no outstanding agreement or waiver made by or on behalf of any of the Company Group Members for the extension of time beyond any applicable statute of limitations. (c) There is no Tax lien, whether imposed by any state, local or foreign Tax Governmental Authority, outstanding against any of the assets or properties of any of the Company Group Members. (d) Each of the Company Group Members has withheld or deducted all Taxes from payments to employees, independent contractors, creditors, stockholders or any other persons required to be deducted or withheld, and has paid such Taxes to the appropriate Governmental Authorities to the extent due and payable, including with respect to any employee incentive plan. (e) None of the Company Group Members are real estate property companies for the purpose of registration or transfer Taxes. (f) None of the Company Group Members have been party to any material assignment, sale, purchase, transfer, or exchange in respect of which they failed to pay any registration fee, stamp duty, value added tax, sales tax, transaction tax, stamp tax, foreign tax, customs tax, excise or duty or any Taxes for which they were jointly liable and that was not satisfied in full by another party. (g) No written claim has been made by a Tax Governmental Authority in a jurisdiction where the Company Group Members do not file Returns, nor is there any basis for any such claim. (h) Each of the Company Group Members complies in all material respects with the computerized system obligations prescribed by the Tax A...

Taxes and Social Security. Each Novasoft Group Company has timely paid and discharged all taxes when due, and has timely and accurately filed all tax returns, and all other returns, reports and notifications in the form and at the time required to be filed by such Novasoft Group Company in accordance with applicable tax laws and regulations; in particular, without limiting the general nature of the preceding statement, Novasoft and the Novasoft Group Companies have not made any hidden distribution of profits (verdeckte Gewinnausschüttung). To the extent taxes were not due on the dates of the balance sheets included in the Financial Statements, sufficient reserves (Rückstellungen) are made in such balance sheets. Each Novasoft Group Company has complied in all respects with applicable tax or social security laws and regulations. All taxes and social security contributions which a Novasoft Group Company is required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid or accrued, reserved against and entered in the books of such Novasoft Group Company. No proceeding has been initiated by any tax or social security authority against any Novasoft Group Company the outcome of which is likely to adversely affect any such Novasoft Group Company’s obligation to pay taxes or social security contributions, and no tax or social security authority has communicated to any Novasoft Group Company its intention to investigate the tax or social security affairs of such Novasoft Group Company.