NUG definition
Examples of NUG in a sentence
Any Tax assessment, imposition, liability or notice with respect to Citizens, the NUG Subsidiaries or their respective assets that related to Tax periods ending on or before the Closing Date shall be for the account of Seller, as allocated pursuant to Section 7.2 hereof, and Seller shall remit to Buyer or Citizens any such Tax due within 15 days of notification to Seller by Buyer or Citizens of the imposition, assessment, notice or payment of such Taxes.
Citizens or the other entities shown on Schedule 3.2 hereto own the membership or other interests in each NUG Subsidiary and each Other Subsidiary shown on Schedule 3.2 hereto beneficially and of record, free and clear of all Encumbrances, except as shown on Schedule 3.2 hereto.
Citizens, the Seller Group, the NUG Subsidiaries and the Other Subsidiaries have complied with all applicable Regulations relating to withholding Taxes with respect to Citizens, the NUG Subsidiaries, and the Other Subsidiaries.
On or before the Closing Date, Seller shall furnish Buyer with copies of all Tax Returns that have been filed by Citizens or the NUG Subsidiaries with respect to those entities or their respective assets.
Citizens and each NUG Subsidiary hold or are parties to all such Authorizations and are in material compliance with all such Authorizations, except for violations, if any, which individually or in the aggregate would not have a Material Adverse Effect.
In no event shall Buyer, Citizens or any of their respective Affiliates be required to own any membership or other equity or capital interest with respect to any Person in connection with an Excluded NUG Transaction.
Furthermore, Seller shall cause Citizens to furnish to Buyer all such documents and copies of documents and records and information with respect to Citizens or the NUG Subsidiaries and copies of any working papers relating thereto as Buyer shall from time to time reasonably request.
Except as set forth in Schedule 3.10 hereto, there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for Taxes associated with Citizens, the NUG Subsidiaries, the Other Subsidiaries or their respective assets that will be binding upon Buyer or Citizens after the Closing Date.
Such documents are in full force and effect, have not been further modified or amended, and neither Seller, Citizens, any NUG Subsidiary nor any Other Subsidiary is in violation of any of the provisions thereof.
Neither Seller, Seller Group, Citizens, any NUG Subsidiary or any Other Subsidiary has received any notice, statement or inquiry from any taxing Governmental Authority which would treat Citizens, any NUG Subsidiary or any Other Subsidiary as taxable as a corporation or questions their taxable status.