VDR BUNDLE Sample Clauses

VDR BUNDLE. The VDR Bundle is a true, complete and accurate copy of the contents of the Virtual Data Room as at 8.00 pm (GMT) on 5 March 2014. 1. Taxation payments and provisions 1.1. Proper provision has been made and shown in the Accounts for deferred Taxation in accordance with UK GAAP. 1.2. The Company has duly paid all Taxation (including withholding tax) which has become due and payable by it. 2. Taxation returns, disputes, records and claims etc. 2.1. The Company has made or caused to be made all submissions which have been required to be made for any Taxation purpose and the same have been made or given within the requisite periods and were materially correct when made or given and none of them is the subject of any dispute with any Taxation Authority. 2.2. There is no dispute or disagreement outstanding at the date of this Agreement with any Taxation Authority (i) which affects the Dutch Business or Dutch Assets or (ii) regarding liability or potential liability to any Taxation payable by or recoverable from the Company. 2.3. None of the Taxation returns or other filings that include the operations of the Company have been audited or investigated by any Taxation Authority within the last six years. 2.4. The Company has not within the period of six years ending on the date hereof paid or become liable to pay any penalty, fine or interest charged by any Taxation Authority. 2.5. The Company does not have any liability, actual or contingent, under any indemnity or other agreement entered into in respect of any Taxation of or primarily chargeable on or attributable to any other person, firm or company. 3. Company Residence 4. The Company is resident for Taxation purposes in the jurisdiction specified as the location of its registered office in Schedule 1 and has not been resident, treated or regarded as resident, nor had a permanent establishment or been liable to pay Tax anywhere else at any time since its incorporation (including under any relevant double tax agreement, treaty or convention or any double taxation relief arrangements).