Common use of Agency Review, Taxes and Fiduciary Liability Clause in Contracts

Agency Review, Taxes and Fiduciary Liability. None of ------------------------------------------------- the Employee Benefit Plans is currently under investigation, audit, or review by the Department of Labor, the Internal Revenue Service, or any other federal or state agency or is liable for any federal, state, local, or foreign taxes. There is no transaction in connection with which Company, any Company Affiliate, or any fiduciary of any of the Employee Benefit Plans could be subject to either a civil penalty assessed pursuant to ERISA Section 502, a tax imposed by Code Section 4975, or liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Charys Holding Co Inc)

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Agency Review, Taxes and Fiduciary Liability. None of ------------------------------------------------- the Employee Benefit Plans is currently under investigation, audit, or review or, to the best of Transferor's and Xxxxxxx'x knowledge, investigation by the Department of Labor, the Internal Revenue Service, Service or any other federal or state agency or is liable for any federal, state, local, local or foreign taxes. There is no transaction in connection with which CompanyTransferor, any Company Affiliate, Affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either a civil penalty assessed pursuant to ERISA Section 502, a tax imposed by Code Section 4975, 4975 or liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Southern Electronics Corp

Agency Review, Taxes and Fiduciary Liability. None of ------------------------------------------------- ----------------------------------------------- the Employee Benefit Plans is currently under investigation, audit, audit or review by the Department of Labor, the Internal Revenue Service, Service or any other federal or state agency or is liable for any federal, state, local, local or foreign taxes. There is no transaction in connection with which any Cotton Group Company, any Company Affiliate, Affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either a civil penalty assessed pursuant to ERISA Section 502, a tax imposed by Code Section 4975, 4975 or liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Pledge Agreement (Charys Holding Co Inc)

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Agency Review, Taxes and Fiduciary Liability. None of ------------------------------------------------- the -------------------------------------------- Employee Benefit Plans is currently under investigation, audit, audit or review by the Department of Labor, the Internal Revenue Service, Service or any other federal or state agency or is liable for any federal, state, local, local or foreign taxes. There is no transaction in connection with which CompanyMSAI, any Company Affiliate, affiliate or any fiduciary of any of the Employee Benefit Plans could be subject to either a civil penalty assessed pursuant to ERISA Section 502, a tax imposed by Code Section 4975, 4975 or liability for a breach of fiduciary responsibility under ERISA.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

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