Company Tax Representations definition

Company Tax Representations means the representations and warranties set forth in Section 4.11 (Taxes).
Sample 1
Company Tax Representations means the representations or warranties made by the Company (x) in SECTION 3.1(l), (y) to the extent related to Taxes, in SECTION 3.1(i) and SECTION 3.1(m) or (z) in any certificate delivered by the Company at the Closing solely to the extent it relates thereto.
Sample 1
Company Tax Representations means: (a) the representations and warranties made by the Company in Section 2.14 (Tax Matters); and (b) the representations and warranties set forth in the Company Closing Certificate, to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” above. “Company Transaction Expense” means each of the following Expenses (whether or not incurred on or before the Agreement Date, during the Pre-Closing Period or at or after the Closing, whether or not invoiced before the Closing and whether or not paid before the Closing) incurred by or on behalf of any Acquired Company, or to or for which any Acquired Company was, is or becomes subject or liable, in connection with or relating to the Agreement, the Share Purchase Agreement or any of the Contemplated Transactions or the process resulting in such transactions: (a) Expenses described in Section 10.3; (b) any Expense paid or payable to outside legal counsel or to any financial advisor, investment banker, consultant, broker, accountant or other Person who performed services for or on behalf of, or provided advice to, any Acquired Company or any Representative of any Acquired Company, or who is otherwise entitled to any compensation or payment from any Acquired Company, in connection with or relating to the Agreement, the Share Purchase Agreement or any of the Contemplated Transactions or the process resulting in such transactions; and (c) any Expense incurred by or on behalf of any securityholder or Representative of any Acquired Company in connection with or relating to the Agreement, the Share Purchase Agreement or any of the Contemplated Transactions or the process resulting in such transactions that any Acquired Company paid or pays, or reimbursed or reimburses, or was, is or will be obligated to pay or reimburse. For clarity, the term “Company Transaction Expense” shall not be deemed to include any payment required to be made to the counterparty to a Material Contract for the purpose of inducing such counterparty to grant to the Company a Consent required to be obtained in connection with the Contemplated Transactions or any payment required to be made to a Governmental Entity for the purpose of inducing such Governmental Entity to grant a Governmental Authorization required to be obtained in connection with the Contemplated Transactions. “Company Warrant” means a warrant to purchase Company Shares from the Comp...
Sample 1

Examples of Company Tax Representations in a sentence

  • Except in the case of the Company Fundamental Representations, the Company Tax Representations and the Uninsured R&W Losses, in which case the following limitations shall not apply, subject to SECTION 7.5, the maximum aggregate indemnification liability of the Sellers to the Parent Indemnified Parties pursuant to SECTION 7.2(a) and SECTION 7.2(b) (solely with respect to SECTION 4.1 and SECTION 4.5) shall not exceed $2,650,000.

  • Subject to Section 9.3(e), in all cases (including with respect to inaccuracies in or breaches of the Specified Representations made by the Company, Tax Representations and Benefits Representations), the maximum liability with respect to indemnification payments pursuant to Section 9.3(a) shall not exceed $2,500,000 (the “Maximum Amount”).

  • Any indemnification of the Buyer Indemnitees by Seller in respect of Fundamental Representations and Company Tax Representations shall not exceed the Merger Consideration, and shall be payable first from Escrow Shares, to the extent that there are any remaining Escrow Shares available for indemnification, but not limited thereby.

  • The overall goal of these efforts is to restore and protect the water resources of the Gulf Coast.

  • The representations and warranties contained in this Agreement (other than the Company Fundamental Representations, the Company Tax Representations and the Parent Fundamental Representations) and the related indemnification obligations of Sellers set forth in SECTION 7.2(a) and of Parent set forth in SECTION 7.3(a) shall survive until the date that is eighteen (18) months following the Closing Date.

  • Solely with respect to the Company Tax Representations, for purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification, the Company Tax Representations shall be read without giving effect to the exceptions for items set forth in the Company Disclosure Letter.


More Definitions of Company Tax Representations

Company Tax Representations means the representations and warranties of the Company contained in Section 4.10 (Taxes).
Sample 1
Company Tax Representations means: (a) the representations and warranties made by the Company in Section 2.14 (Tax Matters) of the Share Issuance Agreement; (b) all statements and other items of information set forth in the Company Disclosure Schedule relating to any of the representations and warranties specified in clause “(a)” above; and (c) the representations and warranties set forth in the Company Closing Certificate, to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” above. “Company Transaction Expense” means each of the following Expenses (whether or not incurred on or before the Agreement Date, during the Pre-Closing Period or at or after the Closing, whether or not invoiced before the Closing and whether or not paid before the Closing) incurred by or on behalf of any Acquired Company, or to or for which any Acquired Company was, is or becomes subject or liable, in connection with or relating to the Agreement, the Share Issuance Agreement or any of the Contemplated Transactions or the process resulting in such transactions: (a) Expenses described in Section 10.4(b); (b) any Expense paid or payable to outside legal counsel or to any financial advisor, investment banker, consultant, broker, accountant or other Person who performed services for or on behalf of, or provided advice to, any Acquired Company or any Representative of any Acquired Company, or who is otherwise entitled to any compensation or payment from any Acquired Company, in connection with or relating to the Agreement, the Share Issuance Agreement or any of the Contemplated Transactions or the process resulting in such transactions; and (c) any Expense incurred by or on behalf of any securityholder or Representative of any Acquired Company in connection with or relating to the Agreement, the Share Issuance Agreement or any of the Contemplated Transactions or the process resulting in such transactions that any Acquired Company paid or pays, or reimbursed or reimburses, or was, is or will be obligated to pay or reimburse. For clarity, the term “Company Transaction Expense” shall not be deemed to include any payment required to be made to the counterparty to a Material Contract (as such term is defined in the Share Issuance Agreement) for the purpose of inducing such counterparty to grant to the Company a Consent required to be obtained in connection with the Contemplated Transactions or any payment required ...
Sample 1

Related to Company Tax Representations

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Special Representations has the meaning set forth in Section 8.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Repeating Representations means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Additional Representation has the meaning specified in Section 3.

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Tax Representative has the meaning set forth in Section 9.3(a).

  • Tax Covenant means the covenant relating to Tax set out in Schedule 9;

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.