Definition of Tax Representation


Tax Representation means a representation or warranty under Section 5.3 (Residency), Section 5.18 (Tax), Section 5.35 (Goods and Services Tax and Harmonized Sales Tax Registration) or any other representation or warranty that if untrue gives rise to Taxes payable by Buyer: (i) that would not have been payable had such representation or warranty been true; or (ii) as a result of the purchase of the Purchased Assets.

Examples of Tax Representation in a sentence

In addition to the Additional Termination Events set forth in Part 5(f)(viii) of this Schedule, the following will each constitute an Additional Termination Event: (i) The Additional Tax Representation (as defined in Part 2(b) of this Schedule), proves to have been incorrect or misleading in any material respect with respect to one or more Transactions (each an "AFFECTED TRANSACTION" for the purpose of this Additional Termination Event) when made or repeated or deemed to have been made or repeated.
The Parties shall not take any action or fail to take any action, or permit any of their Affiliates to take any action or fail to take any action, that is or is reasonably likely to be inconsistent with the IRS Ruling, the Tax Representation Letters, or the Tax Opinions.
All Tax Returns filed under this Section 2.1 shall be filed in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions.
Each Party represents that the information and representations furnished by it in or with respect to the IRS Ruling, the Non-U.S. Tax Rulings, the Tax Representation Letters, and the Tax Opinions are accurate and complete as of the Effective Time.
The Parties shall not take any action or fail to take any action, or permit any of their Affiliates to take any action or fail to take any action, that is or is reasonably likely to be inconsistent with the IRS Ruling, the Non-U.S. Tax Rulings, the Tax Representation Letters, or the Tax Opinions.