Audits/Examinations Clause Samples

Audits/Examinations. Except as set forth on Section 4.8(f) of the Disclosure Letter: (i) no foreign, federal, state or local tax audits or administrative or judicial Tax Proceedings are pending or, to Seller’s Knowledge, proposed with respect to any Banner Company; (ii) since December 31, 2009, no Banner Company has received from any Taxing Authority any written (A) notice or communication indicating intent to open an audit or other review, or (B) notice or communication of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Taxing Authority against it; (iii) none of the Banner Companies has waived any statute of limitations for the period of assessment or collection of Taxes, or agreed to or requested any extension of time for the period with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired; and (iv) no Banner Company is or has been a party to any “listed transaction,” as defined in Code §6707A(c)(2) and Treasury Regulation §1.6011-4(b)(2).

Audits/Examinations. None of the Company or the Sellers have received notice of an audit, ruling request, request for information or other examination of Taxes with respect to the Company, and to Sellers’ Knowledge no audit, ruling request, request for information or other examination of Taxes is threatened with respect to the Company, the Sellers or their respective Affiliates which would affect the Tax liability of the Company; and no such audit or examination has been conducted with respect to which there is any outstanding Tax liability; (i) The Company, or the Sellers or an Affiliate has not received any written notice of any proposed adjustments, deficiency or assessment with respect to Taxes relating to the Company; and (ii) The Company, or the Sellers or an Affiliate has not received any written notice of an adjustment from a federal tax authority relating to the Company which has not been reported or disclosed to state and local tax authorities; and (iii) No taxing authority in which the Company does not file a Tax Return has raised an issue or affected in writing it’s taxing jurisdiction over the Company; and (iv) As of the Closing Date, no statute of limitations will have been waived or extended with respect to the payment or collection of Taxes of the Company.

Audits/Examinations. Except as disclosed on Schedule 3.8(d) (for which any Losses relating to the same shall remain the responsibility of the Sellers pursuant to Article VIII), none of the Companies or the Sellers have received notice of an audit, ruling request, request for information or other examination of Taxes with respect to any Company, and to Sellers’ Knowledge no audit, ruling request, request for information or other examination of Taxes is threatened with respect to any Company, which would affect the Tax liability of any of the Companies; and no such audit or examination has been conducted with respect to which there is any outstanding Tax liability; (i) None of the Companies, the Sellers or an Affiliate has received any written notice of any proposed adjustments, deficiency or assessment with respect to Taxes relating to any of the Companies which as of the date hereof remain unpaid; and (ii) None of the Companies, the Sellers or an Affiliate has received any written notice of an adjustment from a federal tax authority relating to any of the Companies which has not been reported or disclosed to state and local tax authorities if so required by Law; and (iii) No taxing authority in which any of the Companies does not file a Tax Return has raised an issue or affected in writing it’s taxing jurisdiction over such Company; and (iv) As of the Closing Date, no statute of limitations will have been waived or extended with respect to the payment or collection of Taxes of any of the Companies.

Audits/Examinations. (i) Except as otherwise disclosed on Schedule 3.8(c), no GMS Entity has received notice of any ongoing audit or examination of any Tax Return filed by a GMS Entity or the Affiliated Group which could materially adversely affect the Tax liability of the GMS Entities. (ii) Except as otherwise disclosed on Schedule 3.8(c), no GMS Entity presently has in effect any waiver or extension of the statute of limitations in respect of any Tax (or any extension of time with respect to the assessment or collection of any Tax) of the GMS Entities.

Audits/Examinations. Except as set forth on Schedule 3.7: (i) (A) no audit or other examination of Taxes is currently pending with respect to the Affiliated Group or the Company, or to Sellers’ Knowledge, threatened against the Company or the Affiliated Group; and (B) no such audit or examination has been conducted with respect to which there is any outstanding Tax liability of the Company, including the Taxes of any Person for which the Company may be liable under Treasury Regulation §1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract or otherwise; (ii) the Company has not received any written notice of any state, local or foreign income Tax deficiency outstanding, proposed or assessed against or allocable to it; and (iii) as of the Closing Date, no statute of limitations will remain open as a result of its having been waived or extended with respect to the payment or collection of Taxes of the Affiliated Group or the Company.

Audits/Examinations i. Except as set forth on Schedule 3.14(d), there is no audit, examination, proposed adjustment, deficiency or assessment now pending or, to Seller’s Knowledge, threatened against either Company with respect to Taxes; ii. Except as set forth on Schedule 3.14(d), there has not been within the past five (5) calendar years, any audit or examination, or any written notice of a potential audit or examination, of any Tax Return filed with respect to either Company; and iii. As of the Closing Date, no statute of limitations will have been waived or extended with respect to the payment or collection of Taxes of the Companies.

Audits/Examinations. (i) No material non-U.S., federal, state or local tax audits, or administrative or judicial Tax Proceedings are pending or, to the Company’s Knowledge, proposed in writing with respect to the Company; (ii) The Company has not received from any Taxing Authority any written (A) notice or communication indicating intent to open an audit or other review, or (B) notice or communication of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Taxing Authority against it; (iii) The Company has not waived any statute of limitations for the period of assessment or collection of Taxes, or agreed to or requested any extension of time for the period with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired; and (iv) The Company has not (A) taken a reporting position on a Tax Return that, if not sustained, could be reasonably likely to give rise to a penalty for substantial understatement of federal income Tax under Code § 6662 (or any similar provision of state, local or non-U.S. law), or (B) entered into any transaction identified as a (x) “listed transaction,” within the meaning of Treasury Regulation § 1.6011-4(b)(2), (y) a “transaction of interest,” within the meaning of Treasury Regulation § 1.6011-4(b)(6) or (z) any transaction that is “substantially similar” (within the meaning of Treasury Regulation § 1.6011-4(c)(4)) to a “listed transaction” or “transaction of interest.”