Common use of Taxes of Seller Clause in Contracts

Taxes of Seller. (a) All Tax Returns with respect to Taxes assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business that are or have been required to be filed (or will be required to be filed for periods ending on or prior to the Closing Date) have been (or will be) duly and timely filed. All such Tax Returns are (or will be when filed) true, accurate and complete. All income Taxes and all other material Taxes of any kind, for all periods covered by such Tax Returns or portions thereof ending through the date hereof, and through the Closing, assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business (whether or not shown or required to be shown on any Tax Return) have been (or will be) duly and timely paid in full. There are no Encumbrances on any of the Acquired Assets in connection with the payment or non-payment of Taxes, or filing or failure to file any Tax Return, other than Tax-related Permitted Encumbrances, and Seller does not have Knowledge (without having to undertake commercially reasonable inquiry) of any claim, which if determined adversely, would result in any such Encumbrance (other than Encumbrances for Taxes not yet due and payable or that are being contested in good faith). Seller has delivered to Federated copies of all Tax Returns filed by Seller since January 1, 2003. (b) There is no outstanding waiver of any statute of limitations relating to Taxes that has been executed or given by Seller. No Contract extending, or having the effect of extending, the period of assessment or collection of any Taxes exists, and no power of attorney with respect to any such Taxes has been filed with the IRS or any other Governmental Authority, and Seller currently is not otherwise the beneficiary of any extension of time within which to file any Tax Return. (c) All Taxes that Seller is or was required by Applicable Law to withhold, deduct or collect have been duly withheld, deducted and collected (or will be duly withheld, deducted or collected by the Closing) and, to the extent required, have been (or will be) paid to the proper Governmental Authority, and all Forms W-2 and 1099 required with respect thereto have been (or will be) properly completed and timely filed. There is no tax sharing agreement, tax allocation agreement, closing agreement, tax indemnity obligation or similar Contract, understanding or practice with respect to Taxes that will require any payment by Seller or Federated (or its Affiliates). (d) Seller is not a “foreign person” within the meaning of Section 1445(f) of the Code. (e) Seller qualifies, and has filed a valid and timely election to be treated, as an “S” corporation as defined in Section 1361 of the Code and for purposes of any state Applicable Law. Seller (i) has not been a member of an affiliated group within the meaning of Section 1504(a) of the Code or similar provision under any other Applicable Law and (ii) has no Liability for Taxes of any other Person under Treasury Regulation § 1.1502-6 or similar provision under any other Applicable Law, as a transferee or successor by Contract or otherwise.

Taxes of Seller. (a) All Tax Returns with respect to Taxes assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business Products that are or have been required to be filed (or will be required to be filed for periods ending on or prior to the Closing Date) by Seller have been (or will be) duly and timely filed. All such Tax Returns filed (or to be filed) by Seller are (or will be when filed) true, accurate and completecomplete in all material respects. All income Taxes and all other material Taxes of any kind, for all periods covered by such Tax Returns or portions thereof ending through the date hereof, and through the Closing, assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business Products (whether or not shown or required to be shown on any Tax Return) ), with respect to the period through signing have been (or except with respect to Taxes for any such period that are not due and payable as of such date), and with respect to the period through Closing will be) be duly and timely paid in full. There are no Encumbrances on any of the Acquired Assets that arose in connection with the payment any failure (or non-payment of Taxes, alleged failure) to pay any Tax or filing or failure to file any Tax Return, other than Tax-related Permitted Encumbrancesand to Seller’s Knowledge, and Seller does not have Knowledge (without having to undertake commercially reasonable inquiry) there is no basis for assertion of any claimclaims attributable to Taxes or any Tax Returns which, which if determined adverselyadversely determined, would result in any such Encumbrance (other than Encumbrances for Taxes not yet due and payable or that are being contested in good faith)otherwise have a material adverse impact on the Products or the Business. Seller has delivered to Federated Hermes copies of all federal Tax Returns filed by Seller since January 1, 20032018. (b) Seller has not received any written notice regarding any audit, examination or investigation by a Governmental Authority with respect to Taxes relating to the Products. No Product has, directly or indirectly, participated in any transaction that would constitute a “reportable transaction” or “listed transaction” as defined in Treasury Regulation § 1.6011-4. 312419107.19 (c) Schedule 3.1.11 lists all the states and other jurisdictions with respect to which Seller has filed or is required to file any corporate, income, franchise or other Tax Return. No claim has ever been made in writing or overtly orally or is pending, or, to Seller’s Knowledge, threatened by any Governmental Authority in a state or other jurisdiction where Seller has not filed a Tax Return that Seller is or may or will be subject to taxation by that jurisdiction. There are no Taxes asserted by any Governmental Authority in writing or overtly orally to be due. There is no outstanding waiver of any statute of limitations Litigation pending or, to Seller’s Knowledge, threatened against or relating to Taxes that has been executed or given by Seller. No Contract extending, or having the effect of extending, the period of assessment or collection of any Taxes existsSeller in connection with Taxes, and no power of attorney with respect Taxes are currently under audit or subject to other Litigation by any such Taxes has been filed with Governmental Authority. Neither the IRS or nor any other Governmental AuthorityAuthority is now asserting or, and to Seller’s Knowledge, threatening to assert against Seller currently any deficiency or claim for additional Taxes or any adjustment of Taxes that would, if paid, have a material adverse effect on Seller, the Acquired Assets, the Business or any SMA, Direct Account or other Product and, to Seller’s Knowledge, there is not otherwise the beneficiary of no reasonable basis for any extension of time within which to file any Tax Returnsuch assertion. (cd) All Taxes that Seller is or was required by Applicable Law to withhold, deduct or collect have been duly withheld, deducted and collected (or will be duly withheld, deducted or collected by the Closing) and, to the extent required, have been (or will be) paid to the proper Governmental Authority, Authority and all Forms W-2 and 1099 required with respect thereto have been (or will be) properly completed and timely filed. . (e) There is no tax sharing agreement, tax allocation agreement, closing agreement, tax indemnity obligation or similar Contract, understanding or practice with respect to Taxes relating to Seller, the Business, the Acquired Assets, or any SMA, Direct Account or other Product that will require any payment by Seller or Federated Hermes (or its Affiliates). (df) Federated Hermes will not be required to deduct and withhold any amount pursuant to Section 1445(a) of the Code upon the transfer of the Business, the Acquired Assets and the Assumed Liabilities to Federated Hermes (or its designated Affiliates). (g) Seller is not a “foreign person” within the meaning of Section 1445(f) of the Code. (e) Seller qualifies, and has filed a valid and timely election to be treated, as an “S” corporation as defined in Section 1361 of the Code and for purposes of any state Applicable LawLaw and properly made its “S” corporation election and has been an “S” corporation at all times since its formation, and will be up to and including the Closing Date. Seller (i) has not been a member of an affiliated group within the meaning of Section 1504(a) of the Code or similar provision under any other Applicable Law and (ii) has no Liability for Taxes of any other Person under Treasury Regulation § 1.1502-6 or similar provision under any other Applicable Law, as a transferee or successor by Contract or otherwise.

Taxes of Seller. Except as set forth in Section 4.23 of the Disclosure Schedules: (a) All Tax Returns with respect to Taxes assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business that are or have been required to be filed (or will be required to be filed for periods ending on or prior by Seller with respect to the Purchased Assets and the Business for any Pre-Closing Date) Tax Period have been (been, or will be) duly , timely filed in all required jurisdictions. Such Tax Returns are, or will be, true, complete and timely filedcorrect in all material respects. All such Tax Returns are (or will be when filed) true, accurate Taxes due and complete. All income Taxes and all other material Taxes of any kind, for all periods covered owing by such Tax Returns or portions thereof ending through the date hereof, and through the Closing, assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business Seller (whether or not shown or required to be shown on any Tax Return) have been (been, or will be, timely paid. (b) duly Seller has withheld and timely paid each Tax required to have been withheld and paid in fullconnection with amounts paid or owing to any Employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law. (c) Seller has not waived or extended any statute of limitations in respect of Taxes or agreed to any extension of time with respect to the assessment, payment or collection of any taxes for any Pre-Closing Tax Period relating to the Purchased Assets or the Business, which waiver or extension remains in effect as of the date hereof. (d) All deficiencies asserted, or assessments made, against Seller as a result of any examinations by any Governmental Authority have been fully paid. There has not been, within the past five years, an audit, examination or written notice of potential examination of any Tax Returns filed by Seller by any Governmental Authority in connection with the Purchased Assets or the Business. (e) Seller is not a party to any Action, examination, investigation, audit or claim for refund in progress, pending, proposed, or, to the Knowledge of Seller, threatened by any Governmental Authority with respect to Seller regarding Taxes in connection with the Purchased Assets or the Business. (f) Section 4.23(f) of the Disclosure Schedules contains a list of states, territories and jurisdictions (whether foreign or domestic) in which Seller is required to file Tax Returns for any Pre-Closing Tax Period with respect to the Purchased Assets and the Business. No claim has ever been made by a Governmental Authority in a jurisdiction where Seller does not file Tax Returns with respect to the Purchased Assets or the Business that Seller is or may be subject to taxation by that jurisdiction with respect to the Purchased Assets or the Business. (g) There are no Encumbrances for Taxes upon any of the Purchased Assets, and, to Seller’s Knowledge, no Governmental Authority has threatened in writing the imposition of any Encumbrances for Taxes on any of the Acquired Purchased Assets in connection with the payment or non-payment of Taxes, or filing or failure to file any Tax Return, other than Tax-related Permitted Encumbrances, and Seller does not have Knowledge (without having to undertake commercially reasonable inquiry) of any claim, which if determined adversely, would result in any such Encumbrance (other than Encumbrances for current Taxes not yet due and payable payable) in connection with any failure (or that are being contested in good faith). Seller has delivered alleged failure) to Federated copies of all Tax Returns filed by Seller since January 1, 2003pay any Taxes. (b) There is no outstanding waiver of any statute of limitations relating to Taxes that has been executed or given by Seller. No Contract extending, or having the effect of extending, the period of assessment or collection of any Taxes exists, and no power of attorney with respect to any such Taxes has been filed with the IRS or any other Governmental Authority, and Seller currently is not otherwise the beneficiary of any extension of time within which to file any Tax Return. (c) All Taxes that Seller is or was required by Applicable Law to withhold, deduct or collect have been duly withheld, deducted and collected (or will be duly withheld, deducted or collected by the Closing) and, to the extent required, have been (or will be) paid to the proper Governmental Authority, and all Forms W-2 and 1099 required with respect thereto have been (or will be) properly completed and timely filed. There is no tax sharing agreement, tax allocation agreement, closing agreement, tax indemnity obligation or similar Contract, understanding or practice with respect to Taxes that will require any payment by Seller or Federated (or its Affiliates). (dh) Seller is not a “foreign United States person” within the meaning of Section 1445(f7701(a)(30) of the Code. (ei) Seller qualifiesis not, and has filed not been, a valid and timely election to be treatedparty to, as an or a promoter of, a “Sreportable transaction” corporation as defined in Section 1361 of the Code and for purposes of any state Applicable Law. Seller (i) has not been a member of an affiliated group within the meaning of Section 1504(a6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b). Seller is not, and has not been, a party to, or similar a promoter of, a “listed transaction” within the meaning of Treasury Regulations Section 301.6011 2(b)(2) or any analogous provision under any other Applicable Law and (ii) has no Liability for Taxes of any other Person under Treasury Regulation § 1.1502-6 state or similar provision under any other Applicable Law, as a transferee or successor by Contract or otherwiselocal law.

Taxes of Seller. (a) All Tax Returns with respect to Taxes assessed or assessable against or otherwise relating to of Seller, the Acquired Assets or the Business business or assets thereof, that are or have been were required to be filed (or will be required to be filed for periods ending on or prior to the Closing Date) have been (or will be) duly and timely filed and were correct and complete in all material respects when filed. All such Tax Returns are (or will be when filed) true, accurate and complete. All income Taxes and all other material Taxes of any kind, for all periods covered by such Tax Returns or portions thereof ending through the date hereof, and through the Closing, assessed or assessable against or otherwise relating to Seller, the Acquired Assets or the Business Seller (whether or not shown or required to be shown on any Tax Return) have been (or will be) duly and timely paid in full. There that are no Encumbrances on any of the Acquired Assets in connection with the payment or non-payment of Taxes, or filing or failure to file any Tax Return, other than Tax-related Permitted Encumbrances, and Seller does not have Knowledge (without having to undertake commercially reasonable inquiry) of any claim, which if determined adversely, would result in any such Encumbrance (other than Encumbrances for Taxes not yet due and payable prior to or that are being contested in good faith)as of the Closing Date by Seller have been paid. Seller has delivered to Federated copies of all Tax Returns filed by Seller since January 1, 2003. (b) There is no outstanding waiver of any statute of limitations relating to Taxes that has been executed or given by Seller. No Contract extending, or having the effect of extending, the period of assessment or collection of any Taxes exists, and no power of attorney with respect to any such Taxes has been filed with the IRS or any other Governmental Authority, and Seller currently is not otherwise currently the beneficiary of any extension of time within which to file any Tax Return. (cb) All Taxes No claim has ever been made by a taxing authority of a jurisdiction where Seller does not file Tax Returns that Seller is or was required by Applicable Law may be subject to withholdtaxation in that jurisdiction. There are no liens for Taxes (other than Taxes not yet due and payable) upon any asset of Seller, deduct including, without limitation, the Acquired Assets. (c) Except as set forth on Schedule 3.1.12, Seller is not currently the subject of any federal, state, local or collect have been duly withheld, deducted and collected (foreign audit with regard to any Taxes or will be duly withheld, deducted or collected by the Closing) and, to the extent required, have been (or will be) paid to the proper Governmental AuthorityTax Returns of Seller, and all Forms W-2 and 1099 required with respect thereto have been (Seller has not received a written notice of, nor is Seller otherwise aware of, any actual or will be) properly completed and timely filed. There is no tax sharing agreement, tax allocation agreement, closing agreement, tax indemnity obligation or similar Contract, understanding or practice with respect to Taxes that will require any payment by Seller or Federated (or its Affiliates)threatened audit. (d) Seller is not a “foreign person” within There are no Taxes asserted by any Governmental Authority to be due, and no issue has been raised by any Governmental Authority in the meaning course of Section 1445(f) of the Codeany audit or other Litigation with respect to Taxes. (e) Neither the IRS nor any other Governmental Authority is now asserting or, to Seller’s Knowledge, threatening to assert against Seller qualifiesany deficiency or claim for additional Taxes or any adjustment of Taxes that would, if paid, have a material adverse effect on Seller, the Acquired Assets or the Business, and has filed a valid and timely election to there is no reasonable basis for any such assertion of which Seller is or reasonably should be treated, as an “S” corporation as defined in Section 1361 of the Code and for purposes of any state Applicable Law. Seller (i) has not been a member of an affiliated group within the meaning of Section 1504(a) of the Code or similar provision under any other Applicable Law and (ii) has no Liability for Taxes of any other Person under Treasury Regulation § 1.1502-6 or similar provision under any other Applicable Law, as a transferee or successor by Contract or otherwiseaware.