Tax Deficiencies. The Company shall not permit to exist any Tax deficiencies (including penalties and interest) of any kind assessed against or relating to the Company with respect to any taxable periods ending on or before, or including, the Closing Date of a character or nature that could reasonably be expected to result in Liens (other than Permitted Liens) or claims on any of the Purchased Assets or on Buyer’s title or use of the Purchased Assets following the Closing or that would reasonably be expected to result in any claim against Buyer.
Tax Deficiencies. There are no potential tax defic- iencies which may arise from issues which have been raised or which have not yet been raised but which might reasonably be expected to be raised by the Internal Revenue Service ("IRS") or any other taxing authority that have not been disclosed on Schedule "E" and may reasonably be expected to have a material adverse effect on Chem-Met
Tax Deficiencies. Seller represents and warrants that:
Tax Deficiencies. Seller shall not permit to exist any Tax deficiencies (including penalties and interest) of any kind assessed against or relating to Seller with respect to any taxable periods ending on or before, or including, the Closing Date of a character or nature that could reasonably be expected to result in Encumbrances (other than Encumbrances for Taxes not yet due and payable) or claims on any of the Transferred Assets or on Purchaser’s title or use of the Transferred Assets following the Closing or that would reasonably be expected to result in any claim against or Liability of Purchaser.
Tax Deficiencies. Neither the Buyer nor the Target Entities shall assume hereunder or be liable for any Tax deficiencies (including penalties and interest) assessed against or relating to the Seller or the Target Entities with respect to taxable periods ending on or before, or including, the Closing Date of a character or nature, including Tax deficiencies that could reasonably be expected to result in Liens or claims on the Target Equity or any of the assets of any Target Entity following the Closing Date or that would reasonably be expected to result in any claim against Buyer.
Tax Deficiencies. No deficiency for any Taxes has been proposed, asserted or assessed against SCANA or any SCANA Subsidiary that has not been resolved and paid in full, except as could not reasonably be expected to have a SCANA Material Adverse Effect.
Tax Deficiencies. No deficiencies for taxes have been claimed, proposed or assessed by any taxing or other governmental authority against the Company and the Company has not received any notice, or otherwise has any knowledge, of any potential claim, proposal or assessment against the Company for any such deficiency for taxes. There are no pending, or to the best of the Company's knowledge, threatened audits, investigations or claims for or relating to any liability in respect of taxes, and there are no matters under discussion between the Company on the one hand and any governmental authority on the other hand with respect to taxes that, in the reasonable judgment of the Company, is likely to result in a material additional liability of the Company for taxes.
Tax Deficiencies. The Company hereby represents that it has no delinquent special assessments, ad valorem taxes, or federal or state tax liens, and is current on any and all obligations owed to the City, if any.
Tax Deficiencies. Each Member agrees that such Member shall not treat any Company item inconsistently on such Member’s federal, state, foreign or other income tax return with the treatment of the item on the Company’s return. Any deficiency for taxes imposed on any Member (including penalties, additions to tax or interest imposed with respect to such taxes and taxes imposed pursuant to Code Section 6226) shall be paid by such Member and if required to be paid (and actually paid) by the Company, will be recoverable from such Member as provided in this Agreement.
Tax Deficiencies. No material deficiency or claim has been formally proposed, asserted or assessed by any Governmental Entity with regard to any Taxes of any Operating Subsidiary or any of their respective Subsidiaries or Tax Returns including or required to be filed by any Operating Subsidiary or any of their respective Subsidiaries for which Purchaser would be liable as a result of the transactions contemplated by this Agreement, which has not been resolved and paid in full.
