Miscellaneous Tax Representations Sample Clauses

Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by each Company from and with respect to all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. No Company or, to the Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of the Code that is applicable to such Company or any of the assets of such Company. Except as listed on Schedule 3.23(c), no Company is a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by any Company by reason of Section 162(m) or Section 280G of the Code. No Company is a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Except as listed on Schedule 3.23(c), no Company has ever been a member of any group that filed a consolidated federal income tax return.
AutoNDA by SimpleDocs
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by Seller from and in respect of all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. Neither Seller nor, to Seller's Knowledge, any other corporation has filed an election under Section 341(f) of Code that is applicable to Seller or any of the Purchased Assets. Seller is not a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by Seller by reason of Section 280G of the Code. Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Seller has never been a member of any group that filed a consolidated federal income tax return.
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by each Acquired Company from and with respect to all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. No Acquired Company nor, to Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of Code that is applicable to any Acquired Company or any of the Assets. No Acquired Company is a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by any Acquired Company by reason of Section 280G of the Code. No Acquired Company is a "foreign person" within the meaning of Section 1445(f)(3) of the Code. No Acquired Company has ever been a member of any group that filed a consolidated federal income tax return.
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by Company from and with respect to all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. Neither Company nor, to Sellers' Knowledge, any other corporation has filed an election under Section 341(f) of Code that is applicable to Company or any of the Assets. Company is not a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by
Miscellaneous Tax Representations. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by Company by reason of Section 280G of the Code. Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Since October of 1988, Company has not been a member of any group that filed a consolidated, combined or unitary federal, state or foreign income Tax Return. Neither Company nor any of its subsidiaries has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. Company and each of its subsidiaries have disclosed on their
Miscellaneous Tax Representations. Proper and accurate amounts have been withheld and remitted by the Company from and with respect to all Persons from whom it is required by applicable law to withhold for all periods in compliance with the tax withholding provisions of all Laws. The Company is not a party to any tax sharing agreement. There is no contract, plan or arrangement covering any Person that, individually or collectively, would give rise to the payment of any amount that would not be deductible by the Company by reason of Section 162(m) or Section 280G of the Code. The Company is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. Neither Aerospace nor any Subsidiary has ever been a member of any group other than the Company that filed a consolidated federal income tax return.
Miscellaneous Tax Representations. None of the assets of the Company directly or indirectly secures any debt the interest on which is Tax-exempt under Section 103(a) of the Code. None of the assets of the Company is "tax-exempt use property" within the meaning of Section 168(h) of the Code. The Company has not ever participated in and is not participating in an international boycott within the meaning of Section 999 of the Code. The Company has not and has not had a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States and such foreign country.
AutoNDA by SimpleDocs

Related to Miscellaneous Tax Representations

  • Miscellaneous Provisions Section 11.01

  • Other Miscellaneous Provisions The provisions of Sections 9.6, 9.8, 9.9, 9.11 and 9.12 of the Merger Agreement shall be incorporated into to this Agreement, mutatis mutandis, except for such changes as are required to comply with applicable Law.

  • Miscellaneous Matters The Company has presently outstanding unsecured non-convertible debt with a term of issue of at least four years, which is rated by a nationally recognized statistical rating organization in one of its four highest generic rating categories. The Company has filed with the Commission all material required to be filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act since April 30, 2013.

  • Miscellaneous Transactions (A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

  • Miscellaneous and General 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous Powers The Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Trust has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method in which its accounts shall be kept; and (i) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

  • Miscellaneous Covenants The Debtor will:

  • Miscellaneous Assets Any other tangible or intangible assets, properties or rights of any kind or nature not otherwise described above in this Section 2.1 and now or hereafter owned or used by Seller in the operation of the Station, including but not limited to all goodwill of the Station.

  • Governing Law and Miscellaneous Provisions The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

  • Miscellaneous Assignment Provisions Any assigning Bank shall retain ----------------------------------- its rights to be indemnified pursuant to (S)17 with respect to any claims or actions arising prior to the date of such assignment. If any assignee Bank is not incorporated under the laws of the United States of America or any state thereof, it shall, prior to the date on which any interest or fees are payable hereunder or under any of the other Loan Documents for its account, deliver to the Borrower and the Agent certification as to its exemption from deduction or withholding of any United States federal income taxes. If any Reference Bank transfers all of its interest, rights and obligations under this Credit Agreement, the Agent shall, in consultation with the Borrower and with the consent of the Borrower and the Majority Banks, appoint another Bank to act as a Reference Bank hereunder. Anything contained in this (S)20 to the contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the twelve Federal Reserve Banks organized under (S)4 of the Federal Reserve Act, 12 U.S.C. (S)341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents.

Time is Money Join Law Insider Premium to draft better contracts faster.