Common use of Certain Governmental Matters Clause in Contracts

Certain Governmental Matters. (a) Taxes. (i) Purchaser has filed all Tax Returns required to be filed. All such Tax Returns were correct and complete in all respects. As of the Purchaser Balance Sheet Date, all taxes owed by Purchaser for all periods (and any portion of any period) have been paid or reflected as a liability on the Purchaser Balance Sheet. No claim has ever been made by an authority in a jurisdiction where Purchaser does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of Purchaser that arose in connection with any failure (or asserted failure) to pay any tax. (ii) Purchaser has withheld and paid 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. (iii) There is no dispute or claim concerning any tax liability of Purchaser either (A) claimed or raised by any authority in writing or (B) as to which Purchaser has knowledge based upon personal contact with any agent of such authority. (iv) Purchaser has not waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency.

Appears in 2 contracts

Sources: Acquisition Agreement (Dunn Computer Corp), Acquisition Agreement (Dunn Computer Corp)