Tax Warranty. To the best of Seller's knowledge and belief, Seller has filed all federal, state (including sales and use taxes and withholding, unemployment and payroll related taxes) and local tax returns relating to the Retail Business as required by law and has paid, through the applicable reporting period, all taxes, assessments, and penalties due and payable.
Tax Warranty. To the extent that it is not at any time on or after the date hereof a Qualifying Lender within paragraph (a), (b) or (c) of the definition of "Qualifying Lender" in clause 9.13 below, each Lender warrants that it is, and will continue to be, a Qualifying Lender within paragraph (d) of that definition. Each Lender agrees to indemnify the Borrower, on demand and on an after-tax basis, against any tax, losses or other liabilities, together with any interest, penalties and expenses payable in connection therewith, which the Borrower incurs as a result of a breach of the warranty given by the relevant Lender in this clause 9.9.
Tax Warranty. The Purchaser and Seller warrant that their tax obligations have been dutifully discharged and are fully up to date.
Tax Warranty. Except as otherwise notified in writing to the Borrower, each Junior Lender warrants to the Borrower that it is a Qualifying Bank. That warranty will be deemed to be repeated by each Junior Lender on the due date for payment of interest to that Junior Lender unless that Junior Lender is not able to make it on that date as a result of a Tax Change. If at any time after it becomes a party to this Agreement, a Junior Lender is aware that it is, or will become, unable to make that warranty (for whatever reason) it will promptly notify the Borrower and the Junior Agent.
Tax Warranty. The Purchaser does not intend to permit the corporation tax Liabilities of any Group Company, to the extent provided for in the Accounts and to the extent payable by any company to remain undischarged. The Purchaser is not entering into this Agreement on the assumption referred to in Section 767AA(2) of the Taxes Act.
Tax Warranty. Seller offers the following warranties and certifications regarding the claims of creditors against the assets of the Business:
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Tax Warranty. All Taxes to be paid or withheld and remitted by any Group Entity have been duly paid or withheld and remitted to the appropriate Tax Authority. Exception: ***
Tax Warranty. No Group Entity is involved in any current dispute with any Tax Authority. No Group Entity is currently subject to any audit by any Tax Authority. To the best of Seller’s knowledge, no legal proceeding has been threatened, formally or informally, against or with respect to any Group Entity regarding Taxes. Exception: ***
Tax Warranty. No adjustment for any amount of Tax has been asserted or assessed, formally or informally, by a Tax Authority against any Group Entity, the amount of which is still outstanding, no Group Entity reasonably expects that any such adjustment, assertion or assessment of Tax liability will be made, and no basis for any such adjustment, assertion or assessment exists. Exception: ***
