Contingent Tax Liabilities Sample Clauses

Contingent Tax Liabilities. There are no contingent Tax liabilities or any grounds that could prompt an assessment or reassessment of the Company, including aggressive treatment of income, expenses, deductions, credits or other amounts in the filing of earlier or current Tax Returns, reports, elections, designations or any other related filings, nor has the Company received any indication from any taxation authorities that an assessment or reassessment of Tax is proposed.
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Contingent Tax Liabilities. Except as set out in the Disclosure Schedule, the Parent is not aware of any contingent tax liabilities of the Subsidiary;
Sample 1
Contingent Tax Liabilities. There are no contingent Tax liabilities or any grounds that could prompt an assessment or reassessment of any of the Corporation, Roche and each Subsidiary or, to the knowledge of Vendors, each Associated Company, including, but without limitation, aggressive treatment of income, expenses, deductions, credits or other amounts in the filing of earlier or current Tax returns, reports, elections, designations or any other related filings, nor has any of the Corporation, Roche and each Subsidiary or, to the knowledge of Vendors, any Associated Company, received any indication from any taxation authorities that an assessment or reassessment of Tax is proposed.
Sample 1
Contingent Tax Liabilities. There are no contingent Tax liabilities or any grounds that could prompt an assessment, except for Tax liabilities incurred in the normal course of business since June 1, 2002, or reassessment of Company including, but without limitation, aggressive treatment of income, expenses, deductions, credits or other amounts in the filing of earlier or current Tax returns, reports, elections, designations or any other related filings, nor has Company received any indication from any taxation authorities that an assessment or reassessment of Tax is proposed.
Sample 1
Contingent Tax Liabilities. The Vendor, the Company and its directors, officers and employees are not aware of any contingent Tax liabilities of the Company or the Subsidiary or any grounds which will prompt reassessment including aggressive treatment of income and expenses in filing earlier Tax returns;
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Contingent Tax Liabilities. There are no contingent Tax liabilities under the laws of Canada or any grounds that could prompt an assessment or reassessment of the Corporation under the laws of Canada including aggressive treatment of income, expenses, deductions, credits or other amounts in the filing of earlier or current Tax Returns in Canada, nor has the Corporation received any indication from any taxation authorities in Canada that an assessment or reassessment of Tax is proposed. Except as provided in Schedule 3.2(hh), to the knowledge of the Corporation, there are no contingent Tax liabilities in any jurisdiction outside of Canada and the Corporation has not received any indication from any taxation authorities in any jurisdiction outside of Canada that an assessment or reassessment of Tax is proposed.
Sample 1
Contingent Tax Liabilities. There are no contingent liabilities for Taxes that could prompt an assessment or reassessment of each of MMG and MMC, nor have the Vendor or each of MMG and MMC received any indication from any Taxation Authority that an assessment or reassessment, regardless of its merits, is proposed or under consideration.
Sample 1
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Related to Contingent Tax Liabilities

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Current Taxes Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by the Company. The Vendors are not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns; The Company- Applicable Laws and Legal Matters

  • No Contingent Liabilities There are no known contingent liabilities of the Funds not disclosed and there are no legal, administrative or other proceedings pending, or to the knowledge of the Acquired Fund threatened, against the Acquired Fund or to the knowledge of the Acquiring Fund threatened against the Acquiring Fund which would materially affect its financial condition.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • Liability for Taxes (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

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