Xxx Matters Sample Clauses

Xxx Matters. Except as set forth on Section 4.12 of the Company Disclosure Schedule, as of the date hereof: (a) The Acquired Companies have filed with the appropriate Governmental Entities all Tax Returns that are required to be filed by them. All Taxes due and owing by the Acquired Companies (whether or not shown on such Tax Returns) have been paid. None of the Acquired Companies currently is the beneficiary of any extension of time within which to file any Tax Return other than customary extensions that have been obtained consistent with past practice. There are no Encumbrances on any of the assets of the Acquired Companies that arose in connection with any failure to pay any Tax, other than Permitted Encumbrances. All Taxes of the Acquired Companies that are not yet due and payable have been properly reserved for in the Acquired Companies financial statements. No jurisdiction in or Governmental Entity with which the Acquired Companies do not file a Tax Return has alleged in writing that any of the Acquired Companies is required to file such a Tax Return. (b) The Acquired Companies have withheld and paid to the appropriate Governmental Entity all Taxes required to have been withheld and paid in connection with ​ amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other Third Party. (c) There is no dispute concerning any Tax liability of the Acquired Companies raised by any Governmental Entity in writing to the Acquired Companies that remains unpaid, and none of the Acquired Companies has received written notice of any threatened audits or investigations relating to any Taxes. The Acquired Companies have never received any written notice, proposal, assessment, injunction, or request for payment or deficiencies of Taxes from any Governmental Entity. (d) There are no agreements relating to the allocating or sharing of Taxes to which the Acquired Companies are a party other than customary agreements entered into in the ordinary course of business, a principal purpose of which is not related to Taxes. (e) None of the Acquired Companies (i) has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or within the meaning of any similar provision of Law to which the Acquired Companies may be subject, other than the affiliated group of which the Company is the common parent or (ii) has any liability for the Taxes of any Person (other than any Acquired Company) under Treasury Regulations Section ...

Xxx Matters. For purposes of this Article 24, the term Seller shall mean Seller and its Affiliates, and the term “Party”, when used in reference to Seller, shall mean Seller and, as applicable, ProjectCo and any Affiliates of the foregoing.

Xxx Matters. The Parties shall cooperate fully, as reasonably requested by each other Party, in connection with the filing of Tax Returns as contemplated by Section 4.3(a) and any audit or other proceeding with respect to the Purchased Assets or the Business. Sellers and Owner agree to retain all books and records with respect to Tax matters pertinent to the Purchased Assets or the Business relating to any taxable period beginning before the Closing until the expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing authority.

Xxx Matters. (a) Upon request, the Investor will provide the Issuer with any required waiver of local privacy laws that could otherwise prevent disclosure of information to the Internal Revenue Service (the “IRS”) for purposes of Chapter 3, Chapter 4, or Chapter 61 of the Code, and any other documentation required to establish an exemption from, or reduction in, withholding tax or to permit the Issuers to comply with information reporting requirements pursuant to Chapter 3, Chapter 4, or Chapter 61 of the Code. The Investor will (x) provide written notice to the Issuer within ten (10) days of any change in the Investor’s U.S. tax or withholding status, and (y) execute properly and provide to the Issuer, within ten (10) days of written request by the Issuer, any other tax documentation that may be reasonably requested by the Issuer in connection with the operation of the Issuer, including without limitation any document requested by the Issuer in order to comply with Section 1471 through 1474 of the Code (“FATCA”) or establish an exemption or reduction in withholding under FATCA (if applicable). (b) If the Issuer is being taxed as a partnership, the Investor understands that investors who fail to provide their correct social security numbers or employer identification numbers could be subject to United States withholding tax on a portion of their distributive shares of the Issuer’s income. (c) The Investor understands that the tax consequences of an investment in the Issuer depend upon the individual circumstances of the Investor. The Investor further understands that there can be no assurance that the Code or the U.S. Department of Treasury Regulations thereunder (“Treasury Regulations”), or any non-U.S. tax laws, will not be amended or applied in such a manner as to deprive the Investor of some or all of the tax benefits which it might otherwise expect to receive from its investment in the Issuer. (d) The Investor covenants that it (i) will provide any form, certification, or other information reasonably requested by and acceptable to the Issuer that is necessary for the Issuer (A) to prevent withholding or qualify for a reduced rate of withholding or backup withholding in any jurisdiction from or through which the Issuer receives payments, (B) to satisfy reporting or other obligations under the Code, the Treasury Regulations, any agreement with the U.S. Treasury Department or any other government division or department, or any applicable intergovernmental agreement o...

Xxx Matters. All transfer, documentary, sales, use, stamp, registration and other such taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Seller when due, and Seller will, at its own expense, file all necessary tax returns and other documentation with respect to all such taxes, fees and charges.

Xxx Matters. RECIPIENT UNDERSTANDS THAT THE ISSUANCE OF THE SHARES AND PAYMENT OF THE DIVIDEND EQUIVALENT RIGHTS UPON A LAPSE OF THE FORFEITURE RESTRICTIONS, AND THE SALE OF SUCH COMMON STOCK, MAY HAVE TAX IMPLICATIONS FOR RECIPIENT. RECIPIENT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR. RECIPIENT ACKNOWLEDGES THAT HE OR SHE IS NOT RELYING ON THE COMPANY FOR ANY TAX, FINANCIAL OR LEGAL ADVICE. IT IS SPECIFICALLY UNDERSTOOD BY THE RECIPIENT THAT NO REPRESENTATIONS ARE MADE AS TO ANY PARTICULAR TAX TREATMENT WITH RESPECT TO THIS AWARD. To the extent that the issuance of the Shares and the Dividend Equivalent Rights upon the lapse of any Forfeiture Restrictions results in compensation income to Recipient for federal, state or foreign income tax purposes, the Company may withhold the number of whole Shares having a market value (based on the closing price of the Company's common stock on the date as of which the tax liability is determined) equal to any tax required to be withheld by reason of such compensation income. The Company is also authorized to withhold from Recipient's payroll check or require Recipient to remit any additional funds to make up the difference between the required tax withholding amount and the value of the whole Shares calculated in the preceding sentence, or require payment of such amount from Recipient, such that the Company does not have to withhold a fractional Share for tax withholding purposes.

Xxx Matters. (a) Subject to Article XI, Section 11.02(f), the Directors shall have the exclusive power, authority and responsibility with respect to the Company and the Series regarding (i) preparation and filing of tax returns; (ii) providing reports to the Shareholders regarding tax information necessary to the filing of their respective tax returns; (iii) making any and all available elections with respect to the tax treatment of the Series and their investments; (iv) representing the Series before the Internal Revenue Service and/or any state or local taxing authority and exercising the powers and authorities of a tax matter partner under the Code with respect to the Series' partnership tax returns; (v) exercising such responsibility as may be imposed by law with respect to withholding from a Shareholder's share of income or distributions; (vi) providing to the accountants of the Series such instructions regarding allocations of realized income, gains and the Series such instructions regarding allocation of realized income, gains and losses as may be necessary or appropriate to assure compliance with applicable provisions of the Code and Treasury Regulations; and (vii) any and all other tax matters. (b) The Directors shall take such actions as are required for each Series to be classified for federal and applicable state and local income tax purposes as a partnership and not as a "publicly traded partnership" taxed as a corporation under Section 7704(a) of the Code.

Xxx Matters. The Stockholder has had an opportunity to review with the Stockholder’s tax advisers the federal, state, local and foreign tax consequences of the Repurchase and the transactions contemplated by this Agreement. The Stockholder is relying solely on such advisers and not on any statements or representations of the Company or any of its agents. The Stockholder understands that the Stockholder (and not the Company) shall be responsible for the Stockholder’s tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Agreement.

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Xxx Matters. (a) Except as set forth in Section 3.13(a) of the GC Disclosure Schedule, (i) GC and each of the GC Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Legal Requirements, (ii) to the Knowledge of GC, all such Tax Returns were correct and complete in all material respects and have been prepared in material compliance with all applicable Legal Requirements, (iii) neither GC nor any of the GC Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return, and (iv) no claim has ever been made by an authority in a jurisdiction where GC or any of the GC Subsidiaries do not file Tax Returns that such company is subject to taxation by that jurisdiction. (b) All material Taxes due and owing by GC or any of the GC Subsidiaries on or before the date hereof (whether or not shown on any Tax Return) have been paid. Any unpaid Taxes of GC and its Subsidiaries have been reserved for on the GC Audited Balance Sheet in accordance with GAAP. Except as set forth in Section 3.13(b) of the GC Disclosure Schedule, since the date of the GC Audited Balance Sheet, GC has not incurred any Liability for Taxes outside the Ordinary Course of Business or otherwise inconsistent with past custom and practice. (c) GC has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.