Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Coherent Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared and timely subsidiary has filed (taking into account any valid extension of time within which to file) ------------ all Tax Returns which it is required to be filed by any of them and file under applicable laws; all such Tax Returns are complete true and accurate, (ii) Parent accurate and each of its Subsidiaries have timely has been prepared in compliance with all applicable laws; the Company has paid all Taxes that due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid by any of them or that Parent or any of its Subsidiaries are obligated over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each caseparties; and since December 31, whether or not shown on any Tax Return)1998, (iii) there are no currently effective waivers of any statute of limitations the charges, accruals and reserves for Taxes with respect to Taxes or extensions the Company (including any provisions for deferred income taxes) reflected on the books of time with respect the Company are adequate to a cover any Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect liabilities of Taxes or Tax matters of Parent or any of the Company if its Subsidiaries, (vi) no current tax year were treated as ending on the date hereof. No claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority taxing authority in a jurisdiction where Parent or any of its Subsidiaries the Company does not file Tax Returns of a certain type tax returns that Parent the Company or any of its Subsidiaries subsidiary is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction, (vii) there . There are no Liens for Taxes on foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the assets of Parent Internal Revenue Code or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent predecessor provision thereof or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, law; and (ixB) neither Parent nor has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its Subsidiaries is bound subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with respect any taxing authority requesting permission for any changes in accounting methods that relate to any current the business or any future taxable period by any closing agreement (operations of the Company. The Company has not been a United States real property holding corporation within the meaning of Section 7121 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), private letter ruling(B) as a transferee or successor, technical advice (C) by contract or other ruling indemnity or written (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement with a Governmental Entity, in each case, that could reasonably obligate it to make any payments that would not be expected to affect deductible under 280G of the liability for Taxes Internal Revenue Code. For purposes of Parent or any of its Subsidiaries following the Closing.this Section 4.14:
Appears in 5 contracts
Samples: Credit Agreement (Worldwide Wireless Networks Inc), Credit Agreement (Worldwide Wireless Networks Inc), Credit Agreement (Worldwide Wireless Networks Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or set forth in Schedule 2.13 of the aggregate, a Parent Material Adverse Effect, CALIPSO Disclosure Schedule: (i) Parent CALIPSO has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and each other Tax Returns (as defined herein) with respect to Taxes (as defined herein) of its Subsidiaries have prepared CALIPSO and timely filed all Tax Returns were in all material respects true, complete and correct; (taking into account any valid extension of time within which to fileii) all Taxes with respect to CALIPSO have been paid in full or have been provided for in accordance with GAAP on CALIPSO's most recent balance sheet which is part of the CALIPSO SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other Tax Returns required to be filed by any or with respect to CALIPSO; (iv) to the Knowledge of them and all such CALIPSO none of the Tax Returns are of or with respect to CALIPSO is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other Taxes has been assessed with respect to CALIPSO which has not been abated or paid in full. CALIPSO has furnished or made available to KFI complete and accurateaccurate copies of all income and franchise tax returns, (ii) Parent and each the amendments thereto, filed by CALIPSO for all taxable years ending on or after May 31, 1994. All Taxes due and payable by CALIPSO have been paid. There are no Liens of its Subsidiaries have timely any kind upon or with respect to any assets or properties of CALIPSO, including without limitation, any Lien for any tax. CALIPSO is not and has never been a member of any affiliated, combined, consolidated, unitary or similar group. CALIPSO has withheld and paid all Taxes that are required to be have been withheld and paid by any of them in connection with amounts paid or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders independent contractor or other third party (party. CALIPSO does not expect any taxing authority to assess any additional Taxes against it or in each case, whether respect of it for any tax period. There is no dispute or not shown on claim concerning any Tax Return), (iii) there are liability of CALIPSO and no currently effective waivers of issues have been raised in any statute of limitations examination by any taxing authority with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingCALIPSO.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Calipso Inc), Agreement and Plan of Merger (Knowledge Foundations Inc/De), Agreement and Plan of Merger (Calipso Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to haveset forth on the attached Schedule 5.10, individually or in the aggregateHI, a Parent Material Adverse Effecteach Subsidiary, (i) Parent and each of its Subsidiaries Affiliated Group have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns which they are required to be filed by any of them file under applicable laws and regulations; all such Tax Returns are complete and accuratecorrect in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects; HI, (ii) Parent each Subsidiary and each of its Subsidiaries Affiliated Group in all material respects have timely paid all Taxes that due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid by any of them or that Parent or any of its Subsidiaries over to the appropriate taxing authority all Taxes which they are obligated required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each caseparty; neither HI, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any material Taxes or extensions agreed to any extension of time with respect to a any material Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens ; the accrual for Taxes on any the Latest Balance Sheet would be adequate to pay all Tax liabilities of HI and its Subsidiaries if their current tax year were treated as ending on the date of the assets Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of Parent or any of the Latest Balance Sheet, HI and its Subsidiaries have not incurred any material liability for Taxes other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes ; the assessment of any person additional Taxes for periods for which Tax Returns have been filed by HI, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (other than Parent or excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes HI and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound have been audited and closed for all tax years through June 30, 1995; no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to HI, any current Subsidiary or any future taxable period Affiliated Group, no information related to Tax matters has been requested by any closing agreement (within the meaning of Section 7121 of the Code)foreign, private letter rulingfederal, technical advice state or local taxing authority and no written notice indicating an intent to open an audit or other ruling review has been received by HI from any foreign, federal, state or written agreement with a Governmental Entitylocal taxing authority; and there are no material unresolved questions of, in each caseclaims concerning HI's, that could reasonably be expected to affect the liability for Taxes of Parent any Subsidiary's or any of its Subsidiaries following the ClosingAffiliated Group Tax liability.
Appears in 4 contracts
Samples: Investment Agreement (Harris Interactive Inc), Investment Agreement (Harris Interactive Inc), Investment Agreement (Harris Interactive Inc)
Tax Matters. (a) Except as has not had and for those matters that would not reasonably be expected to have, individually have a Company Material Adverse Effect or as specified in the aggregate, a Parent Material Adverse Effect, Company Disclosure Schedule: (i) Parent and each of the Company and its Subsidiaries have prepared and has timely filed, or has caused to be timely filed on its behalf (taking into account any valid extension of time within which to file) ), all Tax Returns required to be filed by any of them it, and all such filed Tax Returns are complete true, correct and accurate, complete; (ii) Parent and each of all Taxes required to have been paid by the Company or its Subsidiaries have timely paid all Taxes that are required (whether or not shown to be paid by any of them due on such Tax Returns) have been paid; (iii) no deficiency with respect to Taxes has been proposed, asserted or that Parent assessed against the Company or any of its Subsidiaries are obligated which has not been fully paid or adequately reserved against in accordance with GAAP; (iv) no audit or other administrative or court proceeding or Claim is pending before any Governmental Authority with respect to withhold Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received (other than in respect of any such proceeding that has been resolved); (v) each of the Company and its Subsidiaries has withheld and timely remitted to the appropriate Governmental Authority all Taxes required to be withheld from amounts owing to any employee, creditor, stockholders creditor or third party and collected and paid all sales Taxes required to be withheld and paid; (in each case, whether or not shown on vi) neither the Company nor any Tax Return), (iii) there are no currently effective waivers Subsidiary of the Company has granted any waiver of any statute of limitations with respect to Taxes to, or any extension of a period for the assessment of, any Tax which has not yet expired (excluding extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns obtained in the ordinary course); (vi) neither the Company nor any Subsidiary of the Company had any liabilities for unpaid Taxes as of the Balance Sheet Date that had not been accrued or reserved on such type balance sheet in that jurisdiction, accordance with GAAP; (vii) neither the Company nor any Subsidiary of the Company has any liability for Taxes of any Person (except for the Company or any Subsidiary of the Company) arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision of state, local or foreign Law, as a transferee or successor or by contract; (viii) neither the Company nor any Subsidiary of the Company is a party to or is otherwise bound by any Tax sharing, allocation or indemnification agreement or arrangement, except for such an agreement or arrangement exclusively between or among the Company and Subsidiaries of the Company or customary Tax provisions contained in commercial agreements the principal subject matter of which is not related to Taxes; (ix) within the past three (3) years, neither the Company or any Subsidiary of the Company has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code; (x) neither the Company nor any Subsidiary of the Company has participated in any “listed transaction” as defined in Treasury Regulations Section 1.6011-4 in any Tax year for which the statute of limitations has not expired; (xi) there are no Liens for Taxes on any of the assets of Parent the Company or any or Subsidiary of its Subsidiaries other than statutory the Company (except for any Liens for Taxes not yet due and payable, described in clause (viiia) of the definition of Permitted Liens); (xii) neither Parent the Company nor any Subsidiary of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Company has any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial rulings, requests for rulings, closing agreements or arrangements not primarily related to Taxes and entered into other similar agreements in the ordinary course of business) effect or has filed with any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwiseGovernmental Authority, and (ixxiii) neither Parent the Company nor any Subsidiary of its Subsidiaries the Company has received any notice from a jurisdiction in which it does not file a Tax Return that it is bound with respect required to file any current Tax Return or pay any future taxable period by any closing agreement Taxes in such jurisdiction. This Section 3.9 (within the meaning and so much of Section 7121 3.10 as it relates to Taxes) constitutes the sole and exclusive representation and warranty of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingCompany regarding Tax matters.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp), Agreement and Plan of Merger
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, set forth on Schedule 3.16: (i) Parent and each of its Subsidiaries have prepared and the Company has timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be have been filed by any of them and it; (ii) all such Tax Returns are accurate and complete and accurate, in all material respects; (iiiii) Parent and each of its Subsidiaries have timely the Company has paid all Taxes that are required to be paid owed by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party it which were due and payable (in each case, whether or not shown on any Tax Return); (iv) the charges, (iii) there are no currently effective waivers of any statute of limitations accruals and reserves with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, included within the Financial Statements are accurate; (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, the Company has complied with all applicable Laws relating to Tax; (vi) the Company is not currently the beneficiary of any extension of time within which to file any Tax Return; (vii) there is no claim has been made current Action against the Company in writing or, to Parent’s knowledge, otherwise, by a Taxing Governmental Authority in a jurisdiction where Parent or any of its Subsidiaries the Company does not file Tax Returns of a certain type that Parent or any of its Subsidiaries the Company is or may be subject to taxation by that jurisdiction; (viii) there are no pending or ongoing audits or assessments of such type or required to file the Company’s Tax Returns of such type in by a Governmental Authority; (ix) the Company has not requested or received any ruling from, or signed any binding agreement with, any Governmental Authority, that jurisdiction, would apply to any Tax periods ending after the Closing Date; (viix) there are no Liens for Taxes on any of the assets of Parent the Company that arose in connection with any failure (or alleged failure) to pay any Tax; (xi) no unpaid Tax deficiency has been asserted in writing against or with respect to the Company by any Governmental Authority which Tax remains unpaid; (xii) the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due; (xiii) the Company has not granted or is subject to, any waiver of its Subsidiaries other than statutory Liens the period of limitations for the assessment of Tax for any currently open taxable period; (xiv) the Company is not a party to any Tax allocation, sharing or indemnity agreement or otherwise has any potential or actual material Liability for the Taxes not yet due and payableof another Person, whether by applicable Tax Law, as a transferee or successor or by contract, indemnity or otherwise; (viiixv) neither Parent the Company nor any of its Subsidiaries former, current or future equity holders is a party required to include in income any agreement amount for an adjustment pursuant to Section 481 of the Code or arrangement relating the Regulations thereunder; (xvi) there is no Contract or employee benefit plan covering any Person that, individually or collectively, could give rise to the apportionmentpayment of any amount that would not be deductible by the Company by reason of Section 280G or Section 162(m) of the Code, sharing, assignment and no arrangement exists pursuant to which the Company or allocation its Affiliate will be required to “gross up” or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; (xvii) the Company has not been a beneficiary of or participated in any “reportable transaction” within the meaning of Regulations Section 1.6011-4(b)(1) that was, is, or to the Knowledge of the Company will ever be, required to be disclosed under Regulations Section 1.6011-4; (xviii) no Tax asset (other than an agreement Return filed by or arrangement solely among members on behalf of the Company has contained a group disclosure statement under Section 6662 of the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any analogous or similar provision of state, local or foreign Tax Law), and no Tax Return has been filed by or on behalf of the Company with respect to which the preparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was not made; (xix) the Company does not have a “permanent establishment” in any foreign country, as transfereedefined in any applicable Tax treaty or convention between the United States of America and such foreign country, successoror has otherwise taken steps or conducted business operations that have materially exposed, by Contract or will materially expose, it to the taxing jurisdiction of a foreign country; (other than commercial Contracts not primarily related xx) the Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to Taxes and entered into in the ordinary course of business) which it may be subject or otherwisewhich it may have claimed, and the transactions contemplated by this Agreement will not have any material and adverse effect on such compliance; (ixxxi) neither Parent nor any no written power of its Subsidiaries attorney which is bound currently in force has been granted by or with respect to the Company with respect to any current matter relating to Taxes; and (xxii) there has not been any change in Tax accounting method by the Company and the Company has not received a ruling from, or signed an agreement with, any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, Taxing Authority that could would reasonably be expected to affect the liability for have a material impact on Taxes of Parent the Company or any the equity holders of its Subsidiaries the Company following the Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (DatChat, Inc.), Agreement and Plan of Merger (Spherix Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on the Company and the Subsidiaries (taken as a whole), (i) Parent the Company and each of its the Subsidiaries have prepared and timely filed (taking into account any valid extension of time within all federal, provincial, local and foreign tax returns which to file) all Tax Returns are required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are taxes required to be paid by them and any of them other assessment, fine or that Parent penalty levied against them, or any of its Subsidiaries are obligated to withhold from amounts owing due and payable to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing orgovernmental authority, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type the extent that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets foregoing is due and payable; the Company and the Subsidiaries have established on their books and records reserves which are adequate for the payment of Parent or any of its Subsidiaries other than statutory Liens for Taxes all taxes not yet due and payablepayable and there are no liens for taxes on the assets of the Company or the Subsidiaries except for taxes not yet due, (viii) neither Parent nor and there are no examination, audits or other proceedings of any of its the tax returns of the Company or the Subsidiaries which are known by the Company’s management to be pending, and the Company has withheld or collected all amounts required to be withheld or collected by it on account of taxes and has remitted all such amounts to the appropriate Governmental Entity (as defined below) when required by law to do so, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a Material Adverse Effect on the properties, business or assets of the Company and the Subsidiaries (taken as a whole); the Company is not a party to any indemnification, allocation or sharing agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement any contractual obligation that does not principally relate to taxes) with respect to any taxes that could give rise to a payment or arrangement solely among members indemnification obligation to any person other than the Company or any of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or Subsidiaries. The Company has any no liability for Taxes taxes of any person (other than Parent the Company or any of its the Subsidiaries) under Treasury Regulation Section 1.1502-6 (any tax legislation, as a transferee or successor, or otherwise other than any analogous contractual obligation that does not principally relate to taxes. “Governmental Entity” means any domestic or similar provision of foreign federal, provincial, regional, state, local municipal or foreign Tax Lawother government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), as transfereecourt, successortribunal, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) commission or otherwisecommissioner, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current bureau, minister or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code)ministry, private letter rulingboard or agency, technical advice or other ruling or written agreement with a Governmental Entityregulatory authority, in each case, that could reasonably be expected to affect including any securities regulatory authorities and the liability for Taxes of Parent or any of its Subsidiaries following TSX and the ClosingNASDAQ.
Appears in 3 contracts
Samples: Underwriting Agreement (Ballard Power Systems Inc.), Equity Distribution Agreement (Ballard Power Systems Inc.), Equity Distribution Agreement (Ballard Power Systems Inc.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared and timely subsidiaries has filed when due (taking into account any valid extension of time within which to fileextensions) all Tax Returns (as defined below) relating to Federal income taxes, and all other material Tax Returns, which it has been required to file and has paid all Taxes shown on those returns to be filed by any of them and all such due. Those Tax Returns are true, correct and complete in all material respects and accurateaccurately reflect the income, (ii) Parent gains, losses, deductions, credits and each Taxes required to have been reported or paid, except to the extent of its Subsidiaries items which may be disputed by applicable taxing authorities but for which there is substantial authority to support the position taken by the Company or the subsidiary and which have timely paid been adequately reserved against in accordance with GAAP on the balance sheet at March 31, 2003 included in the March 10-Q. The Company has maintained all Taxes that documents, books and records as are required to be paid maintained by any it and its subsidiaries under applicable Tax laws. Except as shown in Section 3.10 of them the Company Disclosure Letter, (a) no waiver or that Parent consent regarding the application of the statute of limitations or extension of time given by the Company or any of its Subsidiaries are obligated to withhold from amounts owing to subsidiaries for completion of the audit of any employee, creditor, stockholders of its Federal income Tax Returns or third party (other material Tax Returns is in each case, whether or not shown on any Tax Return)effect, (iiib) there are no currently effective waivers of tax lien has been filed by any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent taxing authority against the Company or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent subsidiaries or any of its Subsidiaries does not file their assets relating to Taxes, penalties and interest in excess of $100,000 in any instance, or $1,000,000 in aggregate, (c) no Federal income Tax Returns Return, or material state, local or foreign Tax Return, of the Company or any subsidiary, is the subject of a certain type that Parent pending audit or any of its Subsidiaries is other administrative proceeding or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdictioncourt proceeding, (viid) there are no Liens for Taxes on any except as shown in Section 3.10 of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payableCompany Disclosure Letter, (viii) neither Parent the Company nor any of its Subsidiaries subsidiary is a party to any agreement providing for the allocation or arrangement relating to the apportionment, sharing, assignment or allocation sharing of any Tax or Tax asset Taxes (other than agreements solely between the Company and its direct or indirect wholly owned subsidiaries or among direct or indirect wholly owned subsidiaries of the Company), (e) neither the Company nor any subsidiary has participated in or cooperated with an agreement international boycott as that term is used in Section 999 of the Code, (f) the liabilities and reserves for Taxes reflected in the consolidated balance sheet at March 31, 2003 included in the March 10-Q cover all Taxes for all periods ended at or arrangement solely among members prior to the date of a group such balance sheet and have been determined in accordance with GAAP and there is no material liability for Taxes for any period beginning after the common parent date of which is Parent or commercial agreements or arrangements not primarily related to such balance sheet other than Taxes and entered into arising in the ordinary course of business) , including Tax liabilities assumed or has any liability for Taxes incurred in the purchase of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into real estate in the ordinary course of businessbusiness which are not material in the aggregate, (g) no event, transaction, act or omission has occurred which could result in the Company’s becoming liable to pay or to bear any Tax as a transferee, successor or otherwise which is primarily or directly chargeable or attributable to any other person, firm or company, and the Company has no actual or contingent liability (whether by reason of any indemnity, warranty or otherwise) to any other person in respect of any actual, contingent or deferred liability of such person for Taxes, (h) the Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the Company, and the Internal Revenue Service (the “IRS”) has not proposed any such adjustment or change in accounting method, (i) the Company and each of its subsidiaries which have been treated as partnerships or disregarded entities for federal or state Tax purposes have been properly so classified for each taxable year beginning in or after 1985, (j) the Company has satisfied the requirements of Section 7704(c) of the Code for each year beginning after December 31, 1987, and (ixk) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Company has not made an election under Section 7121 7704(g)(2) of the Code. For the purposes of this Agreement, the term “Taxes” means all taxes (including, but not limited to, withholding taxes), private letter rulingassessments, technical advice fees, levies and other governmental charges, and any related interest or penalties. For the purposes of this Agreement, the term “Tax Return” means any report, return or other ruling tax-related information required to be supplied to a taxing authority or written agreement to Unitholders or their assignees in connection with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingTaxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (LNR Property Corp), Agreement and Plan of Merger (Newhall Land & Farming Co /Ca/), Agreement and Plan of Merger (Lennar Corp /New/)
Tax Matters. (a) Except as has not had The Company and would not reasonably be expected to haveits subsidiaries have filed all Tax Returns, individually or and these Tax Returns are true, correct, and complete in the aggregate, a Parent Material Adverse Effect, all material respects. The Company and each subsidiary (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required due from the Company or such subsidiary for the periods covered by the Tax Returns or (ii) have duly and fully provided reserves adequate to be paid by any pay all Taxes in accordance with GAAP. No agreement as to indemnification for, contribution to, or payment of them or that Parent Taxes exists between the Company or any of its Subsidiaries are obligated to withhold from amounts owing subsidiary, on the one hand, and any other Person, on the other, including pursuant to any employeeTax sharing agreement, creditorlease agreement, stockholders purchase or third party (in each casesale agreement, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations partnership agreement or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does agreement not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or . Neither the Company nor any of its subsidiaries has any liability for Taxes of any person Person (other than Parent the Company or any of its Subsidiariessubsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of any state, local or foreign Tax Lawlaw), or as transferee, a transferee or successor, by Contract (contract or otherwise. Since the date of the Company's most recent Financial Statements, the Company has not incurred any liability for Taxes other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of businessbusiness consistent with past practice. Neither the Company nor its subsidiaries has been advised (a) that any of its Tax Returns have been or otherwiseare being audited as of the date hereof, and or (ixb) neither Parent of any deficiency in assessment or proposed judgment to its Taxes. Neither the Company nor any of its Subsidiaries subsidiaries has knowledge of any Tax liability to be imposed upon its properties or assets as of the date of this Agreement that is bound with respect not adequately provided for. The Company has not distributed stock of another corporation, or has had its stock distributed by another corporation, in a transaction that was governed, or purported or intended to any current be governed, in whole or any future taxable period in part, by any closing agreement Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 7121 355(e) of the Internal Revenue Code)) in conjunction with the purchase of the Shares. “Tax” or “Taxes” means any foreign, private letter rulingfederal, technical advice state or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall, profits, environmental, customs, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other ruling similar tax, governmental fee, governmental assessment or written agreement governmental charge, including any interest, penalties or additions to Taxes or additional amounts with a Governmental Entityrespect to the foregoing. “Tax Returns” means all returns, in each casereports, that could reasonably or statements required to be expected filed with respect to affect the liability any Tax (including any elections, notifications, declarations, schedules or attachments thereto, and any amendment thereof) including any information return, claim for Taxes refund, amended return or declaration of Parent or any of its Subsidiaries following the Closingestimated Tax.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all All Tax Returns that are required to be filed by any of them or with respect to Metropolitan and all such Tax Returns are complete and accurateits Subsidiaries have been duly filed, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required shown to be due on the Tax Returns referred to in clause (i) have been paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return)full, (iii) there are no currently effective waivers except as Previously Disclosed, the Tax Returns referred to in clause (i) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of any statute the Taxes in respect of limitations with respect which such Tax Returns were required to Taxes or extensions of time with respect to a Tax assessment or deficiencybe filed has expired, (iv) all deficiencies asserted or assessments for Taxes due with respect to completed and settled made as a result of such examinations or any concluded litigation have been fully paidpaid in full, (v) there are no audits, examinations, investigations or other proceedings pending or threatened issues that have been raised by the relevant taxing authority in writing in respect connection with the examination of Taxes or Tax matters of Parent or any of its Subsidiariesthe Tax Returns referred to in clause (i) are currently pending, and (vi) no claim waivers of statutes of limitation have been given by or requested with respect to any Taxes of Metropolitan or its Subsidiaries. Metropolitan has been made in writing or, or will make available to Parent’s knowledge, otherwise, Sky true and correct copies of the United States federal income Tax Returns filed by a Taxing Authority in a jurisdiction where Parent or any of Metropolitan and its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any each of the assets of Parent three most recent fiscal years ended on or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payablebefore December 31, (viii) neither Parent 2001. Neither Metropolitan nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous with respect to income, franchise or similar provision Taxes that accrued on or before the end of state, local or foreign Tax Law), as transferee, successor, the most recent period covered by Contract (other than commercial Contracts not primarily related the Metropolitan SEC Documents filed prior to Taxes and entered into the date hereof in excess of the amounts accrued with respect thereto that are reflected in the ordinary course financial statements included in the Metropolitan SEC Documents filed on or prior to the date hereof ("Metropolitan's Financial Statements"). As of business) or otherwisethe date hereof, and (ix) neither Parent Metropolitan nor any of its Subsidiaries is bound with respect has any reason to believe that any current conditions exist that might prevent or any future taxable period by any closing agreement (impede the Merger from qualifying as a reorganization within the meaning of Section 7121 368(a) of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sky Financial Group Inc), Agreement and Plan of Merger (Metropolitan Financial Corp /Oh/), Agreement and Plan of Merger (Sky Financial Group Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in set forth on Section 3.14(a) of the aggregate, a Parent Material Adverse EffectCompany Disclosure Schedule, (i) Parent the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which or caused to file) be filed all Tax Returns required to be filed by any of them the Company and its Subsidiaries by the date hereof; (ii) all such Tax Returns are true, complete and accurateaccurate in all material respects; (iii) all Taxes due and payable by the Company and its Subsidiaries (whether or not shown or required to be shown on any Tax Return) have been paid, (ii) Parent and the Company and each of its Subsidiaries have timely has withheld and paid over to the appropriate taxing authority all Taxes that which they are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, party; (iv) all assessments the unpaid Taxes of the Company and its Subsidiaries did not as of the date of the most recent financial statements exceed the reserve for Taxes due with respect (excluding any reserve for deferred Taxes established to completed reflect timing differences between book and settled examinations or Tax income) set forth on the face of the most recent balance sheet contained in such financial statements (rather than in any concluded litigation have been fully paid, notes thereto); (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or neither the Company nor any of its Subsidiaries, Subsidiaries has requested or been granted an extension of time for filing any Tax Return which has not yet been filed; (vi) no neither the Company nor any of its Subsidiaries has consented to extend to a date later than the date hereof the time in which any Tax may be assessed or collected by any taxing authority; (vii) neither the Company nor any of its Subsidiaries has received written notice of any action, suit, proceeding, investigation, claim has been made in writing oror audit against, to Parent’s knowledgeor with respect to, otherwise, any Taxes (including any claim by a Taxing Authority taxing authority in a jurisdiction where Parent the Company or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of Taxes assessed by such type or required to file Tax Returns of such type in that jurisdiction, ); (viiviii) there are no Liens Encumbrances for Taxes on any of the assets of Parent or any of its Subsidiaries (other than statutory Liens Encumbrances for Taxes not yet due and payable, ) upon any of the assets of the Company or any of its Subsidiaries; (viiiix) neither Parent the Company nor any of its Subsidiaries is has (A) been a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation member of any an Affiliated Group filing a consolidated federal income Tax or Tax asset Return (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in was the ordinary course of businessCompany) or has (B) any liability for the Taxes of any person Person (other than Parent or any of the Company and its Subsidiaries) under Treasury Regulation Section §1.1502-6 (or any analogous similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax Lawlaw) executed on or prior to the Closing Date; (C) intercompany transactions or any excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign income Tax law), as transferee, successor, by Contract ; (other than commercial Contracts not primarily related D) installment sale or open transaction disposition made on or prior to Taxes and entered into in the ordinary course of businessClosing Date; or (E) prepaid amount received on or otherwise, prior to the Closing Date; and (ixxi) neither Parent the Company nor any of its Subsidiaries is bound with respect to any current has distributed stock of another Person, or any future taxable period has had its stock distributed by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entityanother Person, in each case, a transaction that could reasonably was purported or intended to be expected to affect the liability for Taxes of Parent governed in whole or any of its Subsidiaries following the Closingin part by Code §355 or Code §361.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.)
Tax Matters. (ai) Except All Tax Returns that are required to be filed by or with respect to Security and its subsidiaries have been duly and timely filed, and all such Tax Returns are true, correct and complete (ii) all Taxes shown to be due on the Tax Returns referred to in clause (i) have been paid in full, (iii) the Tax Returns referred to in clause (i) have not been examined by the Internal Revenue Service or the appropriate state, local or foreign taxing authority, and no such examination has been threatened (iv) except for Tax Returns for fiscal years ended on or after December 31, 1995, the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (v) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (vi) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (vii) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of Security or its subsidiaries. Security has made or will make available to Farmers true and correct copies of the United States federal income Tax Returns filed by Security and its subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1999. Neither Security nor any of its subsidiaries has any liability with respect to Taxes that accrued on or before the end of the most recent period covered by the Security SEC Documents in excess of the amounts accrued with respect thereto that are reflected in the Security SEC Documents. As of the date hereof, neither Security nor any of its subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Security and its subsidiaries have withheld or collected and paid over to the appropriate governmental authorities or are properly holding for such payment all Taxes required by law to be withheld or collected. There are no Liens for Taxes upon the assets of Security or any of its subsidiaries, other than Liens for current Taxes not had yet due and would not reasonably be expected payable. Neither Security nor any of its subsidiaries has agreed to havemake, or is required to make, any adjustment under Section 481(a) of the Code. Neither Security nor any of its subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted, or could result, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course payment of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement ("excess parachute payments" within the meaning of Section 7121 280G of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or . Neither Security nor any of its Subsidiaries following subsidiaries has ever been a member of an affiliated group of corporations, within the Closingmeaning of Section 1504 of the Code, other than an affiliated group of which Security is or was the common parent corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Security Financial Corp /Oh/), Agreement and Plan of Merger (Farmers National Banc Corp /Oh/)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in for those matters disclosed on Section 3.10 of the aggregate, a Parent Material Adverse Effect, Company Disclosure Schedule: (i) Parent and each of the Company and its Subsidiaries have prepared and has timely filed, or has caused to be timely filed on its behalf (taking into account any valid extension of time within which to file) ), all Income Tax Returns or other material Tax Returns required to be filed by any of them it, and all such filed Tax Returns are correct and complete and accurate, in all material respects; (ii) Parent all income or other material Taxes (whether or not shown to be due on such Tax Returns) have been timely paid and each of the Company and its Subsidiaries have timely has withheld and paid over to the appropriate Governmental Authority all material Taxes that are which it is required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, creditorshareholder, stockholders creditor or other third party (in each case, whether or not shown on any Tax Return), party; (iii) there are neither the Company nor any of its Subsidiaries has requested or been granted an extension of the time for filing any Income Tax Return or other material Tax Return which has not yet been filed; (iv) neither the Company nor any of its Subsidiaries has consented to extend to a date later than the date of this Agreement the time in which any Income Tax or other material Tax may be assessed or collected by any Governmental Authority; (v) no currently effective waivers of any statute of limitations deficiency with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations income or other proceedings pending material Taxes has been proposed, asserted or threatened in writing in respect of Taxes or Tax matters of Parent assessed against the Company or any of its Subsidiaries, which has not been fully paid or adequately reserved in the Balance Sheet; (vi) no claim has been made in writing or, audit or other administrative or court proceedings are being conducted or pending with any Governmental Authority with respect to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent income or other material Taxes of the Company or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or Subsidiaries, and no written notice thereof has been received; (vii) neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return other than a group of which the Company is the common parent (the “Company Group”), or may be subject to taxation (B) has any Liability for the Taxes of such type any Person under Reg. §1.1502-6 (or required to file Tax Returns any similar provision of such type in that jurisdictionstate, local, or foreign Law) (vii) there are no Liens for Taxes on any other than members of the assets of Parent or Company Group); (viii) neither the Company nor any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, has distributed stock of another Person in a transaction that was intended to be governed by Code §355 in the two years prior to the date of this Agreement or as part of a plan in conjunction with the Transactions contemplated by this Agreement; (viiiix) neither Parent the Company nor any of its Subsidiaries has participated in, or is currently participating in, any “reportable transaction” for purposes of Treasury Regulation §1.6011-4(b) (including any “listed transaction” for purposes of Treasury Regulation §1.6011-4(b)(2)); (x) neither the Company nor any of its Subsidiaries is a party to any agreement or arrangement relating to agreement, the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent principal purpose of which is Parent to share or commercial agreements or arrangements not primarily related to allocate Taxes and entered into in between the ordinary course of business) or has any liability for Taxes of any person (other than Parent Company or any of its Subsidiaries, on the one hand, and a third party, on the other hand; (xi) under Treasury Regulation Section 1.1502-6 neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for any taxable period ending on or prior to the Closing Date, (B) “closing agreement” as described in Code §7121 (or any analogous corresponding or similar provision of state, local or foreign income Tax Law)) executed on or prior to the Closing Date, (C) installment sale or open transaction disposition made on or prior to the Closing Date, or (D) prepaid amount received on or prior to the Closing Date; (xii) as transfereeof the date hereof, successor, by Contract (other than commercial Contracts the Company is not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (a “United States real property holding corporation” within the meaning of Code Section 7121 897(c); (xiii) there are no Liens for material Taxes upon any of the Code)assets of the Company or its Subsidiaries except Liens for current Taxes not yet due and payable; and (xiv) since July 31, private letter ruling2005, technical advice no written claim has been made by any Governmental Authority in a jurisdiction where the Company or other ruling its Subsidiaries does not file a Tax Return that it is or written agreement with a Governmental Entity, in each case, may be subject to taxation by that could jurisdiction which has resulted or would reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingresult in an obligation to pay material Taxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ulticom, Inc), Agreement and Plan of Merger (Ulticom, Inc), Agreement and Plan of Merger (Ulticom, Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectset forth on Schedule 7.9, (i) Parent all Taxes relating to the Management Business required to be paid through the date hereof have been paid and each all returns, declarations of its Subsidiaries have prepared estimated Tax, Tax reports, information returns and timely filed (taking into account any valid extension of time within which to file) all Tax Returns statements required to be filed by in connection with the Management Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof) relating to any Taxes with respect to any income, properties or operations of them and all such Tax Returns are complete and accuratethe Management Company prior to the date hereof (collectively, "Management Company Returns") have been duly filed; (ii) Parent as of the time of filing, the Management Company Returns correctly reflected in all material respects (and, as to any Management Company Returns not filed as of the date hereof, will correctly reflect in all material respects) the facts regarding the income, business, assets, operations, activities and each status of its Subsidiaries have timely paid all Taxes that are the Management Business and any other information required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), therein; (iii) there all Taxes relating to the operations of the Management Business that have been shown as due and payable on the Management Company Returns have been timely paid and filed or adequate provisions made to the books and records of the Management Business; (iv) in connection with the Management Business (x) the Management Company has made provision on the Management Company Balance Sheet for all Taxes payable for any periods that end on or before the Management Company Balance Sheet Date for which no Management Company Returns have yet been filed and for any periods that begin on or before the Management Company Balance Sheet Date and end after the Management Company Balance Sheet Date to the extent such Taxes are no currently effective waivers attributable to the portion of any statute such period ending on the Management Company Balance Sheet Date and (y) provision has been made for all Taxes payable for any periods that end on or before the date hereof for which no Management Company Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to the extent such Taxes are attributable to the portion of limitations any such period ending on such date; (v) no tax liens have been filed with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or the Management Business, and there are no pending tax audits of any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement Management Company Returns relating to the apportionmentManagement Business; and (vi) no deficiency or addition to Taxes, sharinginterest or penalties for any Taxes relating to the operation of the Management Business has been proposed, assignment asserted or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into assessed in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 writing (or any analogous member of any affiliated or similar provision combined group of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in which the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current Management Company or any future taxable period by any closing agreement (within the meaning of Section 7121 previous operator of the CodeManagement Business was a member for which the Management Company could be liable), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 3 contracts
Samples: Management Services Agreement (BMJ Medical Management Inc), Management Services Agreement (BMJ Medical Management Inc), Management Services Agreement (BMJ Medical Management Inc)
Tax Matters. Each of the Company and the Subsidiaries has timely ----------- filed all tax returns and reports (afederal, state and local) Except as has not had required by law. These returns and would not reasonably be expected to havereports are true and correct in all material respects. The Company and the Subsidiary have paid all taxes and other assessments due, individually except those contested by them in good faith and which are described in Section 3.10 of the Disclosure Letter. The provision for taxes of the Company or the Subsidiaries as shown in the aggregateFinancial Statements is adequate for taxes due or accrued as of the date thereof. Neither the Company nor any Subsidiary has elected pursuant to the Internal Revenue Code of 1986, a Parent Material Adverse Effectas amended ("CODE"), (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by treated as an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor have they made any other elections pursuant to the Code (other than elections that relate solely to methods of them accounting, depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company and all such Tax Returns are complete and accuratethe Subsidiaries, (ii) Parent and each of its taken as a whole. Neither the Company nor the Subsidiaries has ever had any tax deficiency proposed or assessed against it, nor have timely paid all Taxes that are required to be paid by they executed any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's or the Subsidiaries' federal income tax returns and none of their state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to Taxes its business, properties, and operations for such period. The Company and the Subsidiaries have withheld or extensions of time with respect collected from each payment made to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any each of its Subsidiariesemployees, (vi) no claim has been made in writing orthe amount of all taxes, to Parent’s knowledgeincluding, otherwisebut not limited to, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or Act taxes required to file Tax Returns of such type in that jurisdictionbe withheld or collected therefrom, (vii) there are no Liens for Taxes on any of and have paid the assets of Parent same to the proper tax receiving officers or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent authorized depositaries. Neither the Company nor any of its Subsidiaries Subsidiary is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (real property holding corporation within the meaning of Section 7121 897(c)(2) of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or Code and any of its Subsidiaries following the Closingregulations promulgated thereunder.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Covad Communications Group Inc), Assignment and Assumption Agreement (Covad Communications Group Inc), Covad Communications Group Inc
Tax Matters. With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Member shall be permitted to take any and all actions under the TEFRA Audit Rules and shall have any powers necessary to perform fully in such capacity. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (a) Except including making or revoking the election referred to in section 6226 of the BBA Audit Rules). The Company shall file as has not had a partnership for federal, state, provincial and would not reasonably be expected to havelocal income tax purposes, individually except where otherwise required by Law. All elections required or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required permitted to be filed made by any of them the Company, and all such other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Company, shall be made by the Applicable Tax Returns are complete Representative, in consultation with the Company’s attorneys and/or accountants. Tax audits, controversies and accurate, (ii) Parent and each litigations shall be conducted under the direction of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing the Applicable Tax Representative. The Applicable Tax Representative shall keep the other Members reasonably informed as to any employeetax actions, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionmentCompany and shall submit to the other Members, sharingfor their review and comment, assignment any settlement or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound compromise offer with respect to any current disputed item of income, gain, loss, deduction or any future taxable period by any closing agreement (within the meaning of Section 7121 credit of the Code)Company. As soon as reasonably practicable after the end of each Fiscal Year, private letter rulingthe Company shall send to each Member a copy of United States Internal Revenue Service Schedule K-1, technical advice and any comparable statements required by applicable United States state or local income tax law as a result of the Company’s activities or investments, with respect to such Fiscal Year. The Company also shall provide the Members with such other ruling information as may be reasonably requested for purposes of allowing the Members to prepare and file their own tax returns. The Company shall use any reasonable method or written agreement combination of methods in accordance with a Governmental EntitySection 706(d) of the Code for the purpose of allocating or specifically allocating items of income, in each casegain, that could reasonably be expected loss, deduction and expense of the Company for federal income tax purposes to affect account for the liability varying interests of the Members for Taxes of Parent or any of its Subsidiaries following the ClosingFiscal Year.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Apollo Global Management LLC), Limited Liability Company Agreement (Apollo Global Management LLC), Limited Liability Company Agreement (Apollo Global Management LLC)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely (A) All Tax Returns that are required to be filed (taking into account any valid extension extensions of time within which to file) all Tax Returns required by or with respect to be filed by any of them PNB and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid been duly filed, (B) all Taxes due have been paid in full, (C) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (D) no issues that are required to be paid have been raised by the relevant taxing authority in connection with the examination of any of them the Tax Returns referred to in clause (A) are currently pending, and (E) no waivers of statutes of limitation have been given by or that Parent requested with respect to any Taxes of PNB or its Subsidiaries. PNB has made available to Western true and correct copies of the United States federal income Tax Returns filed by PNB and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1997. Neither PNB nor any of its Subsidiaries are obligated to withhold from amounts owing to has any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations liability with respect to income, franchise or similar Taxes that accrued on or extensions before the end of time the most recent period covered by PNB's Regulatory Documents filed prior to the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in PNB's Regulatory Documents filed on or prior to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent date hereof. Neither PNB nor any of its Subsidiaries is a party to any agreement Tax allocation or arrangement relating to the apportionmentsharing agreement, sharing, assignment is or allocation has been a member of any an affiliated group filing consolidated or combined Tax or Tax asset returns (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of businesswas PNB) or otherwise has any liability for the Taxes of any person (other than Parent or any of PNB and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision ). As of statethe date hereof, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent PNB nor any of its Subsidiaries is bound with respect has any reason to believe that any current conditions exist that might prevent or any future taxable period by any closing agreement (impede the Merger from qualifying as a reorganization within the meaning of Section 7121 368 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PNB Financial Group), Agreement and Plan of Merger (Western Bancorp), Agreement and Plan of Merger (Western Bancorp)
Tax Matters. (a) Except as has not had and would is not reasonably be expected likely to have, individually or in the aggregatecollectively, a Parent Material Adverse Effect, (i) Parent the Company and each of its Subsidiaries subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns tax returns required to be filed, which returns are true and correct in all material respects, and the Company and its subsidiaries have paid in full all federal, state, local an other net income, gross income, gross receipts, sales, use, ad valorem, value added, intangible unitary, capital gains, transfer, franchise, profits, license, permit, lease, service, service use, withholding, backup withholding, payroll employment, estimated, excise, severance stamp, occupation, premium, property, prohibited transaction, windfall, or excess profits, customs, duties, or other taxes, fees, assessment or charges of any kind whatsoever, together with any penalties and interest, assessments, fees and other charges, addition to tax or additional amount with respect thereto due and owing to any governmental or quasi-governmental authority and has discharged any obligations for payment of the foregoing under any tax sharing, tax indemnity or other arrangement binding upon the Company or its subsidiaries, other than those being contested in good faith and for which adequate reserves have been provided for in the June 30 Balance Sheet. Neither the Company nor any of its subsidiaries has received notice that the Internal Revenue Service (IRS) or any other taxing authority has asserted against the Company or its subsidiaries any deficiency or claim for additional taxes, and no issues have been raised (and are currently pending) by any taxing authority in connection with any tax return filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent the Company or any of its Subsidiaries subsidiaries which have had or are obligated reasonably likely to withhold from amounts owing to any employeehave, creditorindividually or collectively, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or Material Adverse Effect. Neither the Company nor any of its Subsidiaries, (vi) no claim subsidiaries has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type received notice that Parent or any of its Subsidiaries it is or may be subject to taxation of such type tax in a jurisdiction in which it has not filed or required to does not currently file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingtax returns.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Novell Inc), Common Stock and Warrant Purchase Agreement (Whittman Hart Inc), Common Stock and Warrant Purchase Agreement (Whittman Hart Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared has duly and timely filed (taking into account any valid extension of time within which to file) all Tax Returns which are required to be filed by any of them it, and has paid all Taxes (whether or not shown on such Tax Returns) which have become due; (ii) all such Tax Returns are true, correct and complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid accurate in all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), respects; (iii) there are is no currently effective waivers of any statute of limitations Action, pending or proposed in writing, with respect to Taxes of Parent; (iv) no statute of limitations in respect of the assessment or extensions collection of any Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has been waived or extended, which waiver or extension is in effect; (v) Parent has complied in all respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by Parent; (vi) Parent has (A) properly collected all sales Taxes required to be collected in the time and manner required by applicable Law and remitted all such sales Taxes to the applicable Taxing authority in the time and in the manner required by applicable Law and properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transactions as to which it would otherwise have been obligated to collect or withhold Taxes; (vii) there is no outstanding request for a ruling from any Taxing Authority, request for consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority or agreement with any Taxing Authority with respect to a Tax assessment or deficiency, Parent; (ivviii) all assessments there is no Lien (other than Permitted Liens) for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or upon any of its Subsidiaries, the assets of Parent; (viix) no claim has ever been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent has not paid any Tax or any of its Subsidiaries does not file filed Tax Returns of a certain type Returns, asserting that Parent or any of its Subsidiaries is or may be subject to taxation Tax in such jurisdiction, Parent is not nor has it ever been subject to Tax in any country other than the respective countries of such type incorporation or required formation of Parent members by virtue of having a permanent establishment or other place of business in that country, and the members of Parent are and have always been tax residents solely in their respective countries of incorporation or formation; (x) Parent has provided to file Company true, complete and correct copies of all Tax Returns of such type in that jurisdictionrelating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period since its formation; (viixi) there are is no Liens for Taxes outstanding power of attorney from Parent authorizing anyone to act on any of the assets behalf of Parent in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of its Subsidiaries other than statutory Liens for Taxes not yet due Parent; (xii) the Parent is not, and payablehas never been, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, Tax sharing, assignment or allocation of any Tax indemnity or Tax asset allocation Contracts ; (xiii) Parent has not been a member of an “affiliated group” within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return (other than an agreement or arrangement solely among members of a group the common parent of which is was the Parent); (xiv) Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any no liability for the Taxes of any person other Person: (other than Parent or any of its Subsidiaries1) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax applicable Law), (2) as transferee, successor, a transferee or successor or by Contract contract (other than commercial Contracts not primarily related to Taxes and contracts entered into in the ordinary course of businessbusiness the principal subject matter of which is not Taxes) or otherwise, and (ix3) neither otherwise by operation of applicable Law; (xv) no issue has been raised in writing by a Taxing Authority in any prior Action relating to the Parent nor any of its Subsidiaries is bound with respect to any current Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Parent for any other period; (xvi) Parent has not requested any extension of time within which to file any Tax Return, other than extensions obtained in the ordinary course of business, which Tax Return has since not been filed; (xvii) the Parent has not disclosed on its Tax Returns any Tax reporting position taken in any Tax Return which could result in the imposition of penalties under Section 6662 of the Code (or any future taxable period by any closing agreement comparable provisions of state, local or foreign Law); (xviii) the Parent is not a “United States real property holding corporation” within the meaning of Section 7121 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (xix) the Parent has not been a party to any “reportable transaction” or “listed transaction” as defined in Section 6707A(c) of the Code and Treasury Regulations Section 1.6011-4(b), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 3 contracts
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all All Tax Returns required to be filed by any or on behalf of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent it or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations timely filed or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or requests for extensions have been timely filed and any of its Subsidiaries, (vi) no claim such extension has been made in writing orgranted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent it or any of its Subsidiaries does not file that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of a certain type it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that Parent are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or may be subject to taxation has ever been a member of such type an affiliated group (other than a group the common parent of which isItaú Chile (in the case of Itaú Chile) or required to file Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Returns of such type in that jurisdiction, Return or (viiii) there are no Liens has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on any members of the assets of Parent a consolidated or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payableaffiliated group, (viii) neither Parent or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement or arrangement relating pursuant to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) under Treasury Regulation Section 1.1502-6 with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any analogous of its Subsidiaries has requested or similar provision been granted any waiver of any federal, state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course statute of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound limitations with respect to any current to, or any future taxable extension of a period by for the assessment or collection of, any closing agreement (within the meaning of Section 7121 of the Code)material Tax, private letter ruling, technical advice which waiver or other ruling or written agreement with a Governmental Entity, extension is still in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingeffect.
Appears in 3 contracts
Samples: Transaction Agreement, Transaction Agreement (Corpbanca/Fi), Transaction Agreement (Corpbanca/Fi)
Tax Matters. (a) There are no foreign, federal, state, county or local taxes due and payable by the Company which have not been paid. Any liability of the Company for taxes not yet due and payable, or which are being contested in good faith, has been provided for on the Balance Sheet in accordance with GAAP. The Company has duly filed all federal, state, county and local tax returns required to have been filed by the Company and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year. Except for a sales and use tax audit in 2001, all amounts owing as a result of which have been paid as of the date hereof, the Company has not had been subject to a federal or state tax audit of any kind. Since January 1, 1998, no claim has been made by any tax authority in a jurisdiction where the Company does not currently file a tax return that the Company is or may be subject to tax by such jurisdiction. There is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Company in respect of any tax or assessment, nor is any claim for additional tax or assessment asserted by any tax authority. The Company has withheld and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) paid all Tax Returns material taxes required to be filed by withheld in connection with any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely amounts paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations independent contractor or other proceedings pending third party. Any amount that could be received (whether in cash or threatened in writing in respect property or the vesting of Taxes or Tax matters property) as a result of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets transactions contemplated by this Agreement by any employee, officer or director of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries the Company who is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset "disqualified individual" (other than an agreement or arrangement solely among members of a group the common parent of which as such term is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into defined in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under proposed Treasury Regulation Section 1.1502-6 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or benefit plan currently in effect would not be characterized as an "excess parachute payment" (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into such term is defined in the ordinary course of businessSection 280G(b)(1) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code). The Company has delivered in writing pursuant to Landmark's due diligence request list a report that accurately sets forth the regular and alternative minimum tax net operating loss and other carryovers available to the Company. As of the Closing Dates, private letter rulingand except for giving effect to the transactions contemplated hereby, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes ability of Parent the Company or any subsidiary to use such carryovers will not have been affected by Sections 382, 383 or 384 of its Subsidiaries following the ClosingCode or by the SRLY limitations of the consolidated return regulations under Section 1502 of the Code. The Company has not made any election under Section 341(f) of the Code.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Golden Steven M), Securities Purchase Agreement (Coolsavings Com Inc), Securities Purchase Agreement (Coolsavings Com Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all All Tax Returns required to be filed by or on behalf of the Company with any Governmental Body before the date hereof (the “Tax Returns”): (i) have been or will be filed on or before the applicable due date (including any extensions of them and all such Tax Returns are complete and accurate, due date); (ii) Parent have been, or will be when filed, accurately and each of its Subsidiaries completely prepared in all material respects in compliance with all applicable Legal Requirements; and (iii) have timely been provided or made available to MWKI. All Taxes owed by the Company have been withheld and paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each casewhen due, whether or not such amounts are shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations Returns. The Company Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and the Company has made adequate provision for unpaid Taxes after that date in their respective books and records. No Tax Return is currently under examination or extensions of time audit by any Governmental Body. No claim or Legal Proceeding is pending or has been threatened against or with respect to a Tax assessment or deficiencythe Company in respect of any Tax. There are no unsatisfied Liabilities for Taxes, (iv) all assessments including Liabilities for Taxes due interest, additions to tax and penalties thereon and related expenses, with respect to completed which any notice of deficiency or similar document has been received by the Company (other than Liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company and settled examinations or any concluded litigation with respect to which adequate reserves for payment have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there established). There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of Parent the Company that arose in connection with any failure (or alleged failure) to pay any of its Subsidiaries other than statutory Liens for Tax. The Company has withheld and paid all Taxes not yet due required to have been withheld and payable, (viii) neither Parent nor paid in connection with any of its Subsidiaries is a party amounts paid or owing to any agreement employee, independent contractor, creditor, stockholder, or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwisethird party, and (ix) neither Parent nor any of its Subsidiaries is bound all forms and statements required with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingthereto have been properly completed and timely filed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Milwaukee Iron Arena Football, Inc), Agreement and Plan of Merger (Milwaukee Iron Arena Football, Inc), Agreement and Plan of Merger (Milwaukee Iron Arena Football, Inc)
Tax Matters. 5.22.1 Except as set forth on Schedule 5.22.1, (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all material Tax Returns required to be filed by any or on behalf of them the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete and accurate, in all material respects; (iib) Parent and all material Taxes of each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party Acquired Company (in each case, whether or not shown reflected on any Tax Return)) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (iiic) there are no currently effective waivers of any statute statutes of limitations limitation have been given or requested with respect to Taxes any Acquired Company in connection with any Tax Returns covering such Acquired Company or extensions of time with respect to a Tax assessment or deficiency, any Taxes payable by it; (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vid) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Governmental Authority in a jurisdiction where Parent or any of its Subsidiaries an Acquired Company does not file Tax Returns of has made a certain type claim, assertion or threat to such Acquired Company that Parent or any of its Subsidiaries such Acquired Company is or may be subject to taxation of by such type jurisdiction; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to file Tax Returns of such type in that jurisdiction, be so collected or withheld and paid over for all periods under all applicable Laws; (viif) there are no Liens for with respect to Taxes on any of the Acquired Company's property or assets of Parent or any of its Subsidiaries other than statutory Liens Permitted Liens; (g) there are no Tax rulings, requests for Taxes not yet due and payablerulings, (viii) neither Parent nor any of its Subsidiaries is a party or closing agreements relating to any agreement Acquired Company for any period (or arrangement relating portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquired Company made by a Governmental Authority in any examination that such Acquired Company is required to report to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of appropriate state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwisetaxing authorities has been reported, and (ix) neither Parent nor any of its Subsidiaries is bound additional Taxes due with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingthereto have been paid.
Appears in 3 contracts
Samples: Share Exchange Agreement (Purple Mountain Holding Ltd.), Share Exchange Agreement (Trident Rowan Group Inc), Share Exchange Agreement (Trident Rowan Group Inc)
Tax Matters. (a) Except as The Company and each of its Subsidiaries has accurately and timely prepared in all material respects and filed all material tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and timely paid all material taxes shown thereon or otherwise owed by it, except for taxes which it reasonably disputes in good faith and for which appropriate reserves have been established on the Company’s books and records. The charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against the Company or any of its Subsidiaries nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which has not had and would could not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse EffectEffect taken as a whole. Except as would be not be material, (i) Parent all taxes and each of its Subsidiaries have prepared other assessments and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes levies that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent the Company or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there withhold or to collect for payment have been duly withheld and collected and paid to the proper Governmental Authority or third party when due. There are no Liens for Taxes on any of tax liens or claims pending or, to the assets of Parent Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any of their respective assets or Properties. Except as described in the Company SEC Documents, there are no outstanding tax sharing agreements or other than statutory Liens for Taxes not yet due such arrangements between the Company and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating other corporation or entity. To the Company’s Knowledge, (i) no limitations under Section 382 or 383 of the Code or Treasury Regulations Section 1.1502-15 or- 21 apply to the apportionment, sharing, assignment or allocation use of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes Company’s and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502’ net operating loss carryforwards, unrealized built-6 (in losses, tax credits, capital loss carryforwards or any analogous or similar provision other tax attributes for U.S. federal income tax purposes at the time of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, Closing and (ixii) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period the transactions contemplated by any closing agreement this Agreement and the other Transaction Documents (within as if such transactions had occurred immediately after the meaning of Closing Date) will not cause an “ownership change” (as defined by Section 7121 382(g) of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement, Note Purchase Agreement (Par Pacific Holdings, Inc.), Common Stock Purchase Agreement (Par Petroleum Corp/Co)
Tax Matters. Except as set forth on the attached Taxes Schedule, (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries the Company have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns which they are required to be filed by any of them file under applicable laws and regulations, and all such Tax Returns are complete and accurate, correct and have been prepared in compliance with all applicable laws and regulations; (iib) the Parent and each of its Subsidiaries the Company have timely paid all Taxes that due and owing by them (whether or not Taxes are shown or required to be shown on a Tax Return) and have withheld and paid by any of them or that Parent or any of its Subsidiaries over to the appropriate taxing authority all Taxes which they are obligated required to withhold from amounts paid or owing to any employee, creditorshareholder, stockholders creditor or other third party party, except to the extent such Taxes are being contested in good faith and appropriate reserves have been made therefore; (in each case, whether or not shown on any Tax Return), c) neither the Parent nor the Company has (iiii) there are no currently effective waivers of waived any statute of limitations with respect to any Taxes or extensions agreed to any extension of time with respect for filing any Tax Return which has not been filed or (ii) consented to extend to a date later than the date hereof the period in which any Tax assessment may be assessed or deficiencycollected by any taxing authority; (d) neither the Parent nor the Company has received from any foreign, federal, state or local taxing authority (including, but not limited to, jurisdictions where the Parent or the Company has filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ivii) all assessments request for Taxes due with respect information related to completed and settled examinations Tax matters, or (iii) notice of deficiency or proposed adjustment for any concluded litigation have been fully paidamount of Tax proposed, (v) there are no audits, examinations, investigations asserted or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of assessed by any taxing authority against the Parent or the Company; and (e) neither the Parent nor the Company has any pending foreign, federal, state or local Tax audits or administrative or judicial proceedings. Neither the Parent nor the Company has ever been a member of its Subsidiariesan affiliated group of companies filing combined, (vi) no claim consolidated or unitary income or franchise Tax Returns. Neither the Parent nor the Company has been made in writing orany payments, and are not and, to the Parent’s and the Company’s knowledge, otherwisewill not become obligated to make any payments, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may will be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of nondeductible under the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Code Section 1.1502-6 280G (or any analogous or similar corresponding provision of state, state or local or foreign income Tax Lawlaw), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 2 contracts
Samples: Senior Secured Note Purchase Agreement, Senior Secured Note Purchase Agreement (Platinum Research Organization, Inc.)
Tax Matters. (a) Except as has not had set forth on the attached Taxes Schedule: the Issuer, each Subsidiary and each Affiliated Group have filed all Tax Returns which they are required to have filed under Applicable Law, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and ; all such Tax Returns are complete and accuratecorrect in all material respects and have been prepared in compliance with Applicable Law; the Issuer, (ii) Parent each Subsidiary and each of its Subsidiaries Affiliated Group in all material respects have timely paid all Taxes that due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) in all material respects and have withheld and paid by any of them or that Parent or any of its Subsidiaries over to the appropriate taxing authority all Taxes which they are obligated required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each caseparty; neither the Issuer, whether or not shown on any Tax Return), (iii) there are no currently effective waivers Subsidiary nor any Affiliated Group have outstanding any waiver of any statute of limitations with respect to any material Taxes or extensions of agreement to extend the time with respect to a any material Tax assessment or deficiency; to the extent required by GAAP, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens the accrual for Taxes on any the Latest Balance Sheet would be adequate to pay all Tax liabilities of the assets of Parent or any of Issuer and its Subsidiaries other than statutory Liens for Taxes not yet due if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and payableTax income); since the date of the Latest Balance Sheet, (viii) neither Parent the Issuer nor any of its Subsidiaries is a party to have incurred any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (material liability for Taxes other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) ; the federal income Tax Returns of the Issuer and its Subsidiaries have been audited and closed for all tax years through 1998; to the knowledge of the Issuer or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (, no foreign, federal, state or any analogous local tax audits or similar provision of state, local administrative or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) judicial proceedings are pending or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound being conducted with respect to the Issuer, any current Subsidiary or any future taxable period Affiliated Group; except with respect to such audits or proceedings, to the knowledge of the Issuer or its Subsidiaries, no information related to Tax matters has been requested by any closing agreement (within the meaning of Section 7121 of the Code)foreign, private letter rulingfederal, technical advice state or local taxing authority and no written notice indicating an intent to open an audit or other ruling review has been received by the Issuer from any foreign, federal, state or written agreement with a Governmental Entitylocal taxing authority; and there are no material unresolved questions or claims raised by any such taxing authority concerning the Issuer's, in each case, that could reasonably be expected to affect the liability for Taxes of Parent any Subsidiary's or any of its Subsidiaries following the ClosingAffiliated Group Tax liability.
Appears in 2 contracts
Samples: Securities Purchase Agreement (United Shipping & Technology Inc), Securities Purchase Agreement (United Shipping & Technology Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all All Tax Returns required to be filed by or on behalf of the Company with any Governmental Body before the date hereof (the “Tax Returns”): (i) have been or will be filed on or before the applicable due date (including any extensions of them and all such Tax Returns are complete and accurate, due date); (ii) Parent have been, or will be when filed, accurately and each of its Subsidiaries completely prepared in all material respects in compliance with all applicable Legal Requirements; and (iii) have timely been provided or made available to PNCR. All Taxes owed by the Company have been withheld and paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each casewhen due, whether or not such amounts are shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations Returns. The Company Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and the Company has made adequate provision for unpaid Taxes after that date in their respective books and records. No Tax Return is currently under examination or extensions of time audit by any Governmental Body. No claim or Legal Proceeding is pending or has been threatened against or with respect to a Tax assessment or deficiencythe Company in respect of any Tax. There are no unsatisfied Liabilities for Taxes, (iv) all assessments including Liabilities for Taxes due interest, additions to tax and penalties thereon and related expenses, with respect to completed which any notice of deficiency or similar document has been received by the Company (other than Liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company and settled examinations or any concluded litigation with respect to which adequate reserves for payment have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there established). There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of Parent the Company that arose in connection with any failure (or alleged failure) to pay any of its Subsidiaries other than statutory Liens for Tax. The Company has withheld and paid all Taxes not yet due required to have been withheld and payable, (viii) neither Parent nor paid in connection with any of its Subsidiaries is a party amounts paid or owing to any agreement employee, independent contractor, creditor, stockholder, or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwisethird party, and (ix) neither Parent nor any of its Subsidiaries is bound all forms and statements required with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingthereto have been properly completed and timely filed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinecrest Investment Group Inc), Agreement and Plan of Merger (Pinecrest Investment Group Inc)
Tax Matters. (a) Except as has not had for those matters which individually and in the aggregate would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, (i) Parent and each except as set forth in Section 3.12 of its Subsidiaries have the Company Disclosure Schedule, the Company has prepared and timely filed or will timely file with the appropriate governmental agencies all franchise, income and all other Tax (as hereinafter defined) returns, information statements and reports (Tax returns and reports are hereinafter collectively referred to as "Tax Returns") required to be filed for any period on or before the Effective Time, taking into account any valid extension of time to file granted to or obtained on behalf of the Company (copies of which for the past three fiscal years have been provided to Parent); (ii) all Taxes of the Company in respect of any taxable period (or portion thereof) ending prior to or on the Effective Time have been paid in full to the proper authorities or fully accrued for with respect to fiscal periods for which there are publicly available financial statements and otherwise on the books of the Company, other than such Taxes as are being contested in good faith by appropriate proceedings and are adequately reserved for in accordance with generally accepted accounting principles; (iii) all deficiencies resulting from Tax examinations of federal, state, local and foreign income, sales and franchise and all other Tax Returns filed by the Company have either been paid or adequately reserved for in accordance with generally accepted accounting principles; (iv) no deficiency has been asserted or assessed against the Company and is pending, and no examination of the Company is pending or threatened for any material amount of Tax by any taxing authority; (v) no extension of the period for assessment or collection of any Tax is currently in effect and no extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on file any Tax Return)Return has been requested, (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a which Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have Return has not since been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, filed; (vi) no claim has Tax liens have been made in writing orfiled with respect to any Taxes, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there except for property taxes which have accrued but are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable; (vii) the Company has not agreed, and is not required, to make any adjustment by reason of a change in their accounting methods that would affect the taxable income or deductions of the Company for any period ending after the Effective Time; (viii) neither Parent nor any the Company has made timely payments of its Subsidiaries is a party the Taxes required to be deducted and withheld from the wages paid to their employees and from amounts paid to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any other third parties; (ix) there are no Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial sharing agreements or arrangements under which the Company will have any obligation or liability on or after the Effective Time; (x) the Company has the net operating loss carryforwards set forth in Section 3.12 of the Company Disclosure Schedule; (xi) the Company has no overall foreign losses as defined in Section 904(f)(2) of the Code; (xii) the Company has no unused foreign tax credits; (xiii) there are no transfer pricing agreements made by the Company with any taxation authority; (xiv) except as set forth in Section 3.12 of the Company Disclosure Schedule no assets of the Company are held in an arrangement for which partnership Tax Returns are being filed and the Company is not primarily related to Taxes and entered into a partner in any partnership; (xv) except as set forth in Section 3.12 of the ordinary course of business) or has Company Disclosure Schedule, the Company does not own any liability for Taxes of interest in any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or "controlled foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement corporation" (within the meaning of Section 7121 957 of the Code), private letter ruling, technical advice "passive foreign investment company" (within the meaning of Section 1296 of the Code) or other ruling entity the income of which is required to be included in the income of the Company whether or written agreement with a Governmental Entitynot distributed; (xvi) the Company has not made an election under Section 341(f) of the Code; and (xvii) except as set forth in Section 3.12 of the Company Disclosure Schedule, in each case, the Company is not obligated to make any payments or provide any other benefits that could reasonably be expected to affect would constitute excess parachute payments within the liability for Taxes meaning of Parent or any Section 280G of its Subsidiaries following the ClosingCode.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sano Corp), Agreement and Plan of Merger (Elan Corp PLC)
Tax Matters. (a) Except as has not had and would not reasonably be expected to haveset forth on the attached "Taxes Schedule": the Company, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent each Subsidiary and each of its Subsidiaries Affiliated Group have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns which they are required to be filed by any of them file under applicable laws and regulations; all such Tax Returns are complete and accuratecorrect in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects; the Company, (ii) Parent each Subsidiary and each of its Subsidiaries Affiliated Group in all material respects have timely paid all Taxes that due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid by any of them or that Parent or any of its Subsidiaries over to the appropriate taxing authority all Taxes which they are obligated required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each caseparty; neither the Company, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any Taxes or extensions agreed to any extension of time with respect to a any Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens ; the accrual for Taxes on any the Latest Balance Sheet would be adequate to pay all Tax liabilities of the assets of Parent or any of Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for Taxes other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes ; the assessment of any person additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (other than Parent or excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes the Company and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound have been audited and closed for all tax years through 1998; to the best of the Company's knowledge, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company, any current Subsidiary or any future taxable period Affiliated Group; no information related to Tax matters has been requested by any closing agreement (within the meaning of Section 7121 of the Code)foreign, private letter rulingfederal, technical advice state or local taxing authority; no written notice indicating an intent to open an audit or other ruling review has been received by the Company from any foreign, federal, state or written agreement with a Governmental Entitylocal taxing authority; and there are no material unresolved questions or claims concerning the Company's, in each case, that could reasonably be expected to affect the liability for Taxes of Parent any Subsidiary's or any of its Subsidiaries following the ClosingAffiliated Group Tax liability.
Appears in 2 contracts
Samples: Purchase Agreement (Synagro Technologies Inc), Purchase Agreement (Synagro Technologies Inc)
Tax Matters. (a) Except as The Company, any predecessor of the Company and all members of any affiliated group of corporations of which the Company or any such predecessor corporation is or has not had been a member, have duly filed all tax returns and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns reports required to be filed by them, including all federal, state, local and foreign income tax returns and reports, and have timely paid all taxes shown as due on such returns and reports (except where failures to file such returns and reports or failures to pay such taxes would not have a Material Adverse Effect on the Company, any predecessor of them the Company or any such member). All such returns and all such Tax Returns reports required to have been filed are complete and accurateaccurate in all material respects. The Company has made adequate provision, in conformity with GAAP, for the payment of all taxes of the Company or such Subsidiary, as the case may be, existing as of the Effective Date for all periods ending on or prior to the date of the Balance Sheet. Except as reflected on Schedule 3.17 of the Company Disclosure Letter, the consolidated federal income tax returns of the Company (and any predecessor of the Company) have been examined by the Internal Revenue Service. Except as set forth on Schedule 3.17 of the Company Disclosure Letter neither the Company, any predecessor of the Company, nor any Subsidiary (i) has waived any statute of limitations, (ii) Parent has filed a statement under Section 341(f) of the Code, or (iii) is a party to any tax sharing agreement. Except as set forth on Schedule 3.17 of the Company Disclosure Letter, (i) the state income tax returns of the Company, any predecessor of the Company and each all Subsidiaries and the federal income tax returns of its all Subsidiaries have timely paid all Taxes that are required been examined by the appropriate taxing authority, (ii) there is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened in writing with respect to be paid by taxes of the Company, any predecessor of them or that Parent the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return)Subsidiary, (iii) there are no currently effective waivers liens for taxes upon the assets of the Company or any statute of limitations with respect Subsidiary except liens relating to Taxes or extensions of time with respect to a Tax assessment or deficiencycurrent taxes not yet due, (iv) all assessments for Taxes due with respect to completed and settled examinations taxes which the Company or any concluded litigation predecessor of the Company or any Subsidiary are required by law to withhold or collect for payment have been fully paidduly withheld and collected, and have been paid or accrued, reserved against and entered on the books of the Company (except where failures to withhold and collect and to pay or accrue, reserve against or enter on the books of the Company would not have a Material Adverse Effect on the Company, any predecessor of the Company or any Subsidiary), (v) there are no auditsnone of the Company, examinations, investigations or other proceedings pending or threatened in writing in respect any predecessor of Taxes or Tax matters of Parent the Company or any Subsidiary has been a member of its Subsidiariesany group of corporations filing tax returns on a consolidated, combined, unitary or similar basis other than each such group of which it is currently a member, and (vi) no claim has been made as a result of a change in writing oraccounting method for a tax period beginning on or before the Effective Date, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent none of the Company or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may Subsidiary will be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (viiinclude any adjustment under Section 481(c) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any analogous or similar corresponding provision of statestate or local tax law) in taxable income for any tax period beginning on or after the Effective Date. Except as may be limited as a result of the transactions contemplated by this Agreement, local the "regular" and "alternative minimum tax" net operating loss carryforwards of the Company and the Subsidiaries for each of the taxable years ended prior to the date of this Agreement (collectively, the "NOLs") are set forth (for each year) on Schedule 3.17 of the Company Disclosure Letter and are each available to the Company (or foreign Tax Law)the applicable Subsidiary) for a period of fifteen taxable years from the end of the taxable year in which the applicable NOL was incurred. Except as may be limited as a result of the transactions contemplated by this Agreement and except as set forth on Schedule 3.17 of the Company Disclosure Letter, as transfereenone of the NOLs constitute separate return limitation year ("SRLY") losses immediately prior to the Effective Date, successor, none of the NOLs will be limited immediately prior to the Effective Date by Contract (other than commercial Contracts not primarily related to Taxes Section 382 or 384 of the Code and entered into in the ordinary course of business) or otherwiseregulations thereunder, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 none of the CodeNOLs constitutes "dual consolidated losses" immediately prior to the Effective Date (as defined in Section 1503 of the Code and the regulations thereunder), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected . No transaction contemplated by this Agreement is subject to affect withholding under Section 1445 of the liability for Taxes of Parent or any of its Subsidiaries following the ClosingCode (relating to "FIRPTA").
Appears in 2 contracts
Samples: Tender Agreement (Ibp Inc), Agreement and Plan of Merger (Foodbrands America Inc)
Tax Matters. (a) Except as has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) Parent the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent the Company and each of its Subsidiaries have timely paid all Taxes that are required to be have been paid by any of them or that Parent the Company or any of its Subsidiaries are have been obligated to withhold from amounts owing to any employee, creditor, stockholders shareholders or third party (in each case, whether or not shown on any Tax Return), except, in each case, with respect to matters contested in good faith through appropriate proceedings and for which adequate reserves have been established, in accordance with GAAP on the financial statements of the Company and its Subsidiaries contained in the Company SEC Documents filed prior to the date hereof, (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent the Company or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (viiv) there are no Liens for Taxes on any of the assets of Parent the Company or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viiivi) neither Parent the Company nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent the Company or commercial agreements an agreement or arrangements not primarily related to Taxes and arrangement entered into in the ordinary course of businessbusiness and not relating primarily to Taxes) or has any liability for Taxes of any person (other than Parent the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, (vii) the Company and (ix) neither Parent nor any of its Subsidiaries is bound have complied with respect all rules regarding transfer pricing and have made available to any current Parent true and complete copies of all material transfer pricing studies or any future taxable period reports prepared (or caused to be prepared) by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent Company or any of its Subsidiaries following with respect to the ClosingGroup Companies, if any and (viii) none of the Company or any of its Subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulation 1.6011-4(b)(2).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alcoa Inc.), Agreement and Plan of Merger (Rti International Metals Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax (as defined below) purposes of which the Company or any of its subsidiaries is or has been a member, have prepared properly completed and timely filed (taking into account any valid extension of time within which to file) all Tax Returns (as defined below) required to be filed by any of them them. All Taxes due and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid owing by any of them or that Parent the Company or any subsidiary of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party the Company (in each case, whether or not shown on any Tax Return), (iiia return) there have been paid and adequate reserves are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments provided in the Company's financial statements for Taxes due with respect to completed and settled examinations owing but not yet due. There is (i) no material claim for Taxes that is a lien (as herein defined) against the property of the Company or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending its subsidiaries or threatened in writing in respect of Taxes or Tax matters of Parent is being asserted against the Company or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries subsidiaries other than statutory Liens liens for Taxes not yet due and payable, (viiiii) neither Parent no audit of any Tax Return of the Company or of any of its subsidiaries is presently being conducted by a Tax Authority (as defined below) and (iii) no extension of the statute of limitations on the assessment of any Taxes granted by the Company or any of its subsidiaries is currently in effect. Neither the Company nor any of its Subsidiaries subsidiaries is a party to any agreement agreement, contract or arrangement relating that may result in the payment of any amount that would not be deductible by reason of Section 280G or Section 404 of the Code or similar provisions under other Tax Laws. Neither the Company nor any of its subsidiaries has been or will be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the apportionment, sharing, assignment Merger. Neither the Company nor any of its subsidiaries has filed or allocation will file any consent to have the provisions of paragraph 341(f)(2) of the Code (or comparable provisions of any state Tax or Tax asset (other than an agreement or arrangement solely among members of a group laws) apply to the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (subsidiaries. Neither the Company nor any subsidiary of the Company is a party to any Tax sharing or Tax allocation agreement nor does the Company or any analogous subsidiary have any liability or similar provision potential liability to another party under any such agreement. The Company has not ever been a member of statea consolidated, local combined or foreign unitary group of which the Company was not the ultimate parent corporation. All monies that the Company and its subsidiaries are required by law to withhold in connection with amounts paid or owing to any person have been withheld and either timely paid to the proper Tax Law)Authority, or, if not yet due, set aside in accounts for such purposes and accrued on the books of the Company and any subsidiary, as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in applicable. Neither the ordinary course of business) or otherwise, and (ix) neither Parent Company nor any of its Subsidiaries is bound subsidiaries are aware of any investigation pending, threatened, or likely to be commenced by any Tax Authority for any jurisdiction where the Company and its subsidiaries do not file Tax Returns with respect to any current a given Tax that may lead to an assertion by such Tax Authority that the Company or any future taxable period by any closing agreement (within the meaning of Section 7121 subsidiary is or may be subject to such Tax in such jurisdiction, and none of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability Company and its subsidiaries is aware of any meritorious basis for Taxes of Parent or any of its Subsidiaries following the Closingsuch an investigation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Igo Corp), Agreement and Plan of Merger (Mobility Electronics Inc)
Tax Matters. (a) Except as has not had Park and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them with the appropriate Governmental Authority. Such Tax Returns are and will be true, correct and complete in all material respects. Park and its Subsidiaries have paid and discharged all Taxes due (whether reflected on such Tax Returns are complete and accurateor otherwise), (ii) Parent and each of its Subsidiaries have timely paid all other than such Taxes that are required adequately reserved as shown on the Park Financial Statements or have arisen in the ordinary course of business since June 30, 2006 or Taxes the nonpayment of which would not have a Material Adverse Effect on Park. Neither the IRS nor any other Governmental Authority, domestic or foreign, has asserted, is now asserting or, to be paid by any the knowledge of them or that Parent Park, is threatening to assert against Park or any of its Subsidiaries any material deficiency or claim for additional Taxes. No federal, state, local or foreign Tax audits or administrative or judicial Tax proceedings are obligated pending or being conducted with respect to withhold from amounts owing Park or any of its Subsidiaries and, to any employeethe knowledge of Park, creditor, stockholders no such audit or third party (in each case, whether or not shown on any Tax Return), (iii) there proceeding is threatened. There are no currently effective unexpired waivers by Park or any of its Subsidiaries of any statute of limitations with respect to Taxes or extensions Taxes. No extension of time within which to file any Tax Return (for a period with respect to a Tax assessment which the statute of limitations has not expired) has been filed, or deficiency, (iv) all assessments has been requested or granted. The accruals and reserves for Taxes due with respect reflected in the Park Financial Statements are adequate in all material respects for the periods covered. Park and its Subsidiaries have withheld or collected and paid over to completed and settled examinations the appropriate Governmental Authorities or any concluded litigation have been fully paid, (v) there are properly holding for such payment all material Taxes required by Law to be withheld or collected. There are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect Liens for Taxes upon the assets of Taxes or Tax matters of Parent Park or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no other than Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for current Taxes not yet due and payable, (viii) neither Parent . Neither Park nor any of its Subsidiaries has filed a consent under Section 341(f) of the Code concerning collapsible corporations. Neither Park nor any of its Subsidiaries has agreed to make, or is required to make, any adjustment under Section 481(a) of the Code. Park has never been a party to any agreement or arrangement relating to member of an affiliated group of corporations, within the apportionmentmeaning of Section 1504 of the Code, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement affiliated group of which Park is or arrangement solely among members of a group was the common parent corporation. Neither Park nor any of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or its Subsidiaries has any liability for the Taxes of any person other Person (other than Parent or any members of its Subsidiariesthe Park affiliated group) under Treasury Regulation Regulations Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, a transferee or successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) contract or otherwise. As of the date hereof, and (ix) neither Parent Park nor any of its Subsidiaries is bound with respect has any reason to believe that any current conditions exist that might prevent or any future taxable period by any closing agreement (impede the Merger from qualifying as a reorganization within the meaning of Section 7121 368(a) of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vision Bancshares Inc), Agreement and Plan of Merger (Park National Corp /Oh/)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to fileor filed applicable extensions therefor) all Tax Returns required to be have been filed by Parent or any of them such Subsidiary with all appropriate Governmental Authorities and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that shown thereon or otherwise due for payment, other than any such Taxes which Parent or any Subsidiary are required to be paid by any contesting in good faith and for which adequate reserves have been provided and reflected in Parent’s financial statements included in the Parent Filings. The charges, accruals and reserves on the books of them or that Parent in respect of Taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing ornor, to Parent’s knowledgeKnowledge, otherwiseany basis for the assessment of any additional Taxes, penalties or interest for any fiscal period or audits by any federal, state, provincial, local or foreign taxing authority except for any assessment which is not material to Parent and its Subsidiaries, taken as a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type whole. All Taxes and other assessments and levies that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of withhold or to collect for payment have been duly withheld and collected and paid to the proper Governmental Authority or third party when due, other than any such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of which Parent or any of its Subsidiaries other than statutory Liens are contesting in good faith and for Taxes not yet due which adequate reserves have been provided and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into reflected in Parent’s financial statements included in the ordinary course of business) Parent Filings. There are no Tax liens or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of stateclaims pending or, local or foreign Tax Law)to Parent’s Knowledge, as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into threatened in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of writing against Parent or any of its Subsidiaries following or any of their respective assets or property. Except as described in the ClosingParent Filings, there are no outstanding Tax sharing agreements or other such arrangements between Parent and any of its Subsidiaries, on the one hand, and any other corporation or entity, on the other hand. Parent has not taken any other action or knows of any other fact relating to the Merger that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc)
Tax Matters. 6.18.1. Except as set forth on Schedule 6.18.1, (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all material Tax Returns required to be filed by any or on behalf of them the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete and accurate, in all material respects; (iib) Parent and all material Taxes of each of its Subsidiaries have timely paid all Taxes that are Acquiror Company required to be have been paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown reflected on any Tax Return)) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (iiic) there are no currently effective waivers of any statute statutes of limitations limitation have been given or requested with respect to Taxes any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or extensions of time with respect to a Tax assessment or deficiency, any Taxes payable by it; (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vid) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Governmental Authority in a jurisdiction where Parent or any of its Subsidiaries an Acquiror Company does not file Tax Returns of has made a certain type claim, assertion or threat to such Acquiror Company that Parent or any of its Subsidiaries such Acquiror Company is or may be subject to taxation of by such type jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to file Tax Returns of such type in that jurisdiction, be so collected or withheld and paid over for all periods under all applicable laws; (viif) there are no Liens for with respect to Taxes on any of the Acquiror Company's property or assets of Parent or any of its Subsidiaries other than statutory Liens Permitted Liens; (g) there are no Tax rulings, requests for Taxes not yet due and payablerulings, (viii) neither Parent nor any of its Subsidiaries is a party or closing agreements relating to any agreement Acquiror Company for any period (or arrangement relating portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of appropriate state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwisetaxing authorities has been reported, and (ix) neither Parent nor any of its Subsidiaries is bound additional Taxes due with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingthereto have been paid.
Appears in 2 contracts
Samples: Share Exchange Agreement (Phantom Fiber Corp), Share Exchange Agreement (Phantom Fiber Corp)
Tax Matters. (a) Except The Company and each of its Subsidiaries have (i) filed all federal, state, local and foreign Tax Returns (as defined below) required to be filed by them (taking into account extensions), (ii) paid or accrued all Taxes (as defined below) shown to be due on such Returns or which are otherwise due and payable and (iii) paid or accrued all Taxes for which a notice of assessment or collection has not had and would not reasonably be expected to havebeen received, except in the case of clause (i), (ii) or (iii) for any such filings, payments or accruals which do not, individually or in the aggregate, have a Parent Material Adverse EffectEffect on the Company. Neither the Internal Revenue Service nor any other taxing authority has asserted in writing any claim for Taxes, (i) Parent or to the knowledge of the Company, is threatening to assert any claims for Taxes, against the Company or any of its Subsidiaries which claims, if determined adversely to the Company or such Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries have prepared withheld or collected and timely filed paid over to the appropriate Governmental Entities (taking into account any valid extension of time within which to fileor are properly holding for such payment) all Tax Returns Taxes required by Law to be filed by withheld or collected, except for amounts which do not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any material Tax Return of the Company or any of them and all such Tax Returns are complete and accurate, (ii) Parent and each its Subsidiaries. Neither the Company nor any of its Subsidiaries have timely paid all has made an election under Section 341(f) of the Code. There are no liens for Taxes that are required to be paid by any upon the assets of them or that Parent the Company or any of its Subsidiaries (other than liens for Taxes that are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Returnyet due), except for liens which do not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries (iiii) there are no currently effective waivers of has any statute of limitations with respect liability under Treasury Regulation Section 1.1502-6 or analogous state, local, or foreign law provision, except to Taxes the extent any such liabilities, individually or extensions of time with respect in the aggregate, do not have a Material Adverse Effect on the Company, or (ii) is a party to a Tax assessment sharing or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations Tax indemnity agreement or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect agreement of Taxes or Tax matters of Parent a similar nature with any entity other than the Company or any of its Subsidiaries, (vi) no Subsidiaries that remains in effect and under which the Company or any such Subsidiary could have any material liability for Taxes. No claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority taxing authority in a jurisdiction where Parent the Company or any of its Subsidiaries does not file Tax Returns of a certain type that Parent the Company or any of its Subsidiaries is or may be subject to taxation of by that jurisdiction where such type claim, if determined adversely to the Company or required to file Tax Returns of such type Subsidiary, would, individually or in that jurisdictionthe aggregate, (vii) there are no Liens for Taxes have a Material Adverse Effect on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent Company. Neither the Company nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation subject of any Tax currently ongoing audit or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound examination with respect to a material amount of Taxes, nor, to the knowledge of the Company, has any current such audit been threatened or any future taxable period proposed, by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingtaxing authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPX Corp), Agreement and Plan of Merger (General Signal Corp)
Tax Matters. (a) Except as The Corporation has not had filed all foreign, federal, state, county and would not reasonably be expected local reports and returns or extensions with respect to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns Taxes required to be filed by any of them with the appropriate governmental agencies in all jurisdictions in which such reports and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that returns are required to be filed and all such reports and returns are true, correct and complete in all material respects as filed. All Taxes required to have been paid or accrued by the Corporation for any tax period ended on or before December 31, 1999 have been fully paid or are adequately provided for on the Audited Balance Sheet as of December 31, 1999. Since December 31, 1999, the Corporation has not incurred any liability for Taxes other than as a result of the operation of its business in the ordinary course, consistent with past practice. To the Corporation's knowledge, no issues have been raised which are currently pending by the Internal Revenue Service or any other taxing authority concerning the Corporation's liability for Taxes, or the liability of any person whose liability for Taxes is determined by reference to the taxable income of the Corporation, and no waivers of statutes of limitations have been given or requested with respect to the Corporation or any such person. There is no tax lien of any kind outstanding against the assets, property, or business of the Corporation. All deficiencies asserted or assessments made by the Internal Revenue Service or by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations other taxing authorities with respect to Taxes or extensions of time with respect to a Tax assessment the Corporation have been fully paid or deficiencyare adequately provided for on the Audited Balance Sheet as of December 31, 1999 and no proposed (ivbut unassessed) all assessments additional Taxes have been asserted and the Corporation does not know of any set of circumstances which exists that could give rise to any claim for Taxes due with respect to completed and settled examinations any period ending on or any concluded litigation before the Closing Date. Since January 1, 1997, there have been fully paid, no audits of the Corporation conducted by the Internal Revenue Service. The Corporation: (vi) there are no audits, examinations, investigations or has not elected to be treated as a collapsible corporation pursuant to Section 341(f) of the Code; and (ii) has not made any other proceedings pending or threatened in writing in respect of Taxes or Tax elections pursuant to the Code (other than elections that relate solely to matters of Parent accounting, depreciation, or amortization) that would have a Material Adverse Effect. The Corporation has not made any of its Subsidiariesmaterial payments, (vi) no claim has been made in writing or, is not obligated to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or make any of its Subsidiaries does material payments and is not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement that under certain circumstances could obligate it to make any material payments that will not be deductible under Section 280G of the Code. The Corporation is not a party to any tax allocation or arrangement relating to the apportionment, sharing, assignment or allocation sharing agreement. The Corporation (i) has not been a member of any Tax or Tax asset an affiliated group filing a consolidated federal income tax return (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements was the Corporation), and (ii) does not primarily related to Taxes and entered into in the ordinary course of business) or has have any liability for the Taxes of any person entity (other than Parent or any of its Subsidiariesthe Corporation) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local local, or foreign Tax Lawlaw), as transferee, a transferee or successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) contract, or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Netvoice Technologies Corp), Securities Purchase Agreement (Netvoice Technologies Corp)
Tax Matters. (a) Except as The Company has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to fileincluding extensions that have been duly perfected) all Tax Returns income tax returns and all other tax returns required to be filed by any of them it and all such Tax Returns are tax returns were true, correct and complete and accurate, (ii) Parent and each of its Subsidiaries have timely in all material respects. The Company has paid all Taxes that are required to be paid taxes due and owing by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party it (in each case, whether or not shown on any Tax Returntax return as due). As of the date of this Agreement, (iii) there are no currently effective waivers of not pending or threatened in writing, any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes U.S. federal income or Tax matters of Parent or any other material tax matters. The Company’s presentation of its Subsidiariesdeferred tax assets and deferred tax liabilities on its Financial Statements is accurate in all material respects. The sum of accrued but unpaid taxes of the Company did not, (vi) no claim has been made in writing oras of the Base Balance Sheet Date, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any exceed the reserve of its Subsidiaries does not file Tax Returns taxes set forth on the face of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there the most recent financial statements. There are no Liens material liens for Taxes taxes on any of the assets of Parent the Company or Company Subsidiaries. None of the Company or any of its the Company Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any analogous or similar provision of state, local or foreign Tax Law). The Company and each Company Subsidiary is, and has been since the date of its formation, a corporation for U.S. federal income tax purposes, and neither the Company nor any Company Subsidiary has elected pursuant to the Code to be treated as transferee, successor, by Contract (other than commercial Contracts not primarily related a Subchapter S corporation or a collapsible corporation pursuant to Taxes and entered into in the ordinary course of businessSection 1362(a) or otherwise, and (ixSection 341(f) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code. The Company and each Company Subsidiary has not participated in any “listed transactions” as defined under Treasury Regulations § 1.6011-4(b)(2) (or otherwise participated in, or advised on, any transaction that required disclosure to a taxing authority to reduce or eliminate tax, interest or penalties), private letter ruling, technical advice or other ruling or written agreement . Each of the Company and the Company Subsidiaries has complied with a Governmental Entity, in each case, that could reasonably all applicable Laws related to the payment and withholding of material Taxes and has duly and timey paid over to the appropriate taxing authorities all material amounts required to be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingso withheld and paid over.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Carver Bancorp Inc), Stock Purchase Agreement (Carver Bancorp Inc)
Tax Matters. As of the date of organization and at all times thereafter, the Business has been and continues to be a corporation within the meaning of the Internal Revenue Code of 1986, as amended (a) the “Code”). Except as described on Schedule 5.8, the Business, as of the date hereof, has not had timely and would not reasonably be expected to haveaccurately filed all federal, individually or in the aggregatestate, a Parent Material Adverse Effect, (i) Parent foreign and each of its Subsidiaries have prepared local tax returns and timely filed (taking into account any valid extension of time within which to file) all Tax Returns reports required to be filed by it prior to such date, and has timely and accurately paid or made adequate provision on its Financial Statements for all taxes shown to be owing thereon, and will continue to do so through the Effective Date. The Business has collected or withheld all amounts required to be collected or withheld by it for any of them taxes and all such Tax Returns are complete amounts has been paid to the appropriate governmental agencies or reserved for future payment when due. There are, and accurateon the Effective Date will be, (ii) Parent no due and each of its Subsidiaries have timely paid all Taxes unpaid taxes, additions to tax, penalties, or interest payable by the Business or by any other entity that are or could become a lien on any asset, or otherwise adversely affect the business, properties or financial condition, of the Business. Unpaid taxes not yet due will be accrued on the Business’ books as of the Effective Date. The Business is in compliance with, and its records contain all information and documents necessary to comply with, all applicable information reporting and tax withholding requirements. The balance sheet contained in the Financial Statements fully and properly reflects, as of the date thereof, the liabilities of the Business for all accrued taxes, additions to tax, penalties and interest. The Business is not, nor will it become, subject to any additional taxes, interest, penalties or other similar charges as a result of filing or failing to file timely or accurately, as required by applicable law, any tax return or to pay timely any amount required to be paid with respect thereto, including, without limitation, any such taxes, interest, penalties or charges resulting from the obtaining of an extension of time to file any return or to pay any tax. No assessments or notices of deficiency or other communications have been received by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing the Business with respect to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there such return. There are no currently effective waivers of agreements between the Business and any taxing authority, including, without limitation, the Internal Revenue Service, waiving or extending any statute of limitations with respect to Taxes or extensions any tax return, and it has not filed a consent under Section 341(f) of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does the Code. The Business is not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns include in income any amount for an adjustment pursuant to Section 481 of such type the Code. The Shareholder is not a “foreign person” for purposes of Section 1445 of the Code. None of the transactions contemplated hereby will result in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent Business making or being required to make any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries “excess parachute payment” as that term is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into defined in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 § 280G of the Code). Purchaser hereby acknowledges that the 2006 tax return has yet to be filed, private letter rulingbut Seller agrees that such tax return will be filed as soon as practicable after the Closing Date. Any taxes, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably interest and penalties due thereon for 2006 will be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingpaid by Seller.
Appears in 2 contracts
Samples: Stock Purchase Agreement (VCG Holding Corp), Stock Purchase Agreement (VCG Holding Corp)
Tax Matters. (a) Except as disclosed on SCHEDULE 4.17, the Company has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely duly filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such or with respect to it with the IRS or other applicable taxing authority (other than Tax Returns are complete and accuratewhere a failure to file would not be, in the aggregate, material), (ii) Parent and each of its Subsidiaries have timely paid all Taxes due, or claimed by any taxing authority to be due, from or with respect to it (other than Taxes where a failure to pay would not, in the aggregate, be material), except Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employeebeing contested in good faith and for which adequate reserves have been set aside as disclosed on SCHEDULE 4.17, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), and (iii) made all material deposits required with respect to Taxes. All Tax Returns referred to in the preceding sentence were, and in the case of Tax Returns not yet filed, will be, true, correct and complete when filed in all material respects. All material Taxes that the Company is or was required to withhold or collect have been duly withheld or collected, including, without limitation, all employment related Taxes and withholdings, and, to the extent required, have been or will be timely paid to the proper Governmental Authority. To the knowledge of the Company and Transferor, there are has been no currently effective waivers issue raised or adjustment proposed (and none is pending) by the IRS or any other taxing authority in connection with any Tax Returns of the Company. No waiver or extension of any statute of limitations with respect as to Taxes any federal, state, local or extensions foreign tax matter has been given by or requested from the Company. The Company has not filed a consent under Section 341(f) of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there the Code. There are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on tax liens upon any of the properties or assets of Parent or any of its Subsidiaries the Company, other than statutory Liens liens for Taxes not yet due and payable. None of the property of the Company (i) is "tax- exempt use property" within the meaning of Section 168(h) of the Code, (viiiii) neither Parent nor is subject to a tax benefit transfer lease subject to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, or (iii) secures any debt the interest on which is exempt from income Tax under Section 103 of its Subsidiaries the Code. The charges, accruals and reserves with respect to Taxes on the books of the Company (excluding any provision for deferred income Taxes established to reflect timing differences between book and tax income) for all tax periods (or portions thereof) ending on or before the Closing Date (including any period for which no Tax Return has yet been filed) are adequate in all material respects. There is no tax sharing agreement that will require any payment by the Company after the date of this Agreement. Except as set forth on SCHEDULE 4.17, the Company has not (i) applied for any tax ruling, (ii) entered into a closing agreement with any taxing authority, (iii) filed an election under Section 338(g) or Section 338(h)(10) of the Code or (iv) been a party to any agreement or arrangement relating to that would result in the apportionment, sharing, assignment or allocation payment of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement ("excess parachute payment" within the meaning of Section 7121 280G of the Code), private letter rulingor the payment of any compensation that is not deductible under Section 162(m) of the Code. The Company is not, technical advice or other ruling or written agreement with and has not been, a Governmental Entity, in each case, that could reasonably be expected "United States real property holding corporation" within the meaning of Section 897 of the Code. The Company (i) has not agreed to affect and is not required to make any adjustment pursuant to Section 481(a) of the liability for Taxes of Parent or any of its Subsidiaries following the Closing.Code; and
Appears in 2 contracts
Samples: Stock Purchase Agreement (Spanish Broadcasting System Finance Corp), Stock Purchase Agreement (Spanish Broadcasting System Finance Corp)
Tax Matters. (a) Except as has not had and set forth on Schedule 5.12 or as would not reasonably be expected to have, individually or result in the aggregate, a Parent an Acquirer Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to filea) all Tax Returns required to be filed on or prior to the Closing Date by any of them the Partnership and BKEP GP Management have been or will be timely filed, all such Tax Returns are complete were or will be correct and accuratecomplete, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation payable have been fully or will be paid, ; (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (viib) there are no Liens for Taxes on other than Permitted Liens upon any of the assets of Parent the Partnership or BKEP GP Management; (c) there is no claim or adjustment pending, and no written assessment has been proposed, by any governmental authority in connection with any Tax relating to the assets of its Subsidiaries the Partnership or BKEP GP Management; (d) no Tax Returns relating to the Partnership or BKEP GP Management are under audit, examination, written inquiry or other than statutory Liens for proceeding by any governmental authority, and neither the Partnership nor BKEP GP Management has received any written notice from any governmental authority indicating an intent to open an audit or other review with respect to Taxes not yet due and payablerelating to the Partnership or BKEP GP Management, as applicable; (viiie) neither Parent the Partnership nor any of its Subsidiaries BKEP GP Management is a party to any agreement Tax allocation, indemnification or sharing arrangement (other than arrangements that principal purpose of which is not Tax-related); (f) no written claim has ever been made in a jurisdiction where Tax Returns or Taxes relating to the apportionmentPartnership or BKEP GP Management have not been filed or paid to the effect that the Partnership or BKEP GP Management may be subject to taxation by that jurisdiction; (g) the Partnership and BKEP GP Management have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, sharingindependent contractor, assignment creditor, stockholder, or allocation of any Tax or Tax asset other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (other than an agreement or arrangement solely among members of a group h) neither the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or Partnership nor BKEP GP Management has any liability for Taxes the taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section Regulations § 1.1502-6 (or any analogous or similar provision of state, local local, or foreign Tax Lawnon-U.S. law), as transferee, a transferee or successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) contract, or otherwise, ; and (ixi) neither Parent nor the Partnership each (I) has in effect an election under Section 754 of the Code and (II) has elected to use the “remedial allocation method” described in Treasury Regulations § 1.704-3(d) to eliminate any disparity between the book value and U.S. federal income tax basis of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingproperties.
Appears in 2 contracts
Samples: Contribution Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared and (i) timely filed with the appropriate Governmental Authorities every material return, report or other document or information (taking into account including any valid extension of time within which election, declaration, disclosure, schedule, estimate or information return) required to filebe supplied to a taxing authority or agent thereof in connection with Taxes ("TAX RETURNS") all Tax Returns required to be filed for all periods ending on or prior to the Effective Time, and for which a tax return is required by any of them applicable Law to be filed on or prior to such Effective Time (including pursuant to extensions properly obtained), and all such filed Tax Returns are correct and complete and accuratein all material respects, (ii) Parent timely paid in full or made adequate provision for the payment of all Taxes for all periods ending at or prior to November 30, 2005 and each of its Subsidiaries have (iii) timely withheld and paid all Taxes that are required by applicable Laws to be have been withheld and paid by any as of them the Effective Time in connection with amounts paid or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, independent contractor, creditor, stockholders or other third party (party. The liabilities and reserves for Taxes reflected in each casethe balance sheet included in the Company Reports as of and for the period ended September 30, whether or not shown on any Tax Return), (iii) 2005 are adequate to cover all Taxes of the Company and its Subsidiaries for all periods ending at and prior to the date of such balance sheet and there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments material Liens for Taxes due with respect to completed and settled examinations upon any property or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect asset of Taxes or Tax matters of Parent the Company or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens except for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating due. The Company has delivered to the apportionmentParent correct and complete copies of all federal income Tax Returns filed for 2002, sharing2003 and 2004, assignment or allocation of and any amended federal income Tax or Tax asset (other than an agreement or arrangement solely among members of a group Returns filed within the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes three-year period ending on the Agreement Date, and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of all state, local or and foreign income Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes Returns filed for 2004. The Company and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect have each disclosed on their respective Tax Returns all positions taken therein that could give rise to any current or any future taxable period by any closing agreement (a substantial understatement of Tax within the meaning of Code Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent 6662 or any similar provision of its Subsidiaries following the Closingapplicable Law, and is in possession of supporting documentation as may be required under any such provision.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anteon International Corp), Agreement and Plan of Merger (Anteon International Corp)
Tax Matters. Each of City Holding, City National, and all other subsidiaries of City Holding are members of the same "affiliated group," as defined in Section 1504(a)(1) of the Code, as City Holding (collectively, the "City Holding Group"). Each member of the City Holding Group has filed or caused to be filed or (in the case of returns or reports not yet due) will file all tax returns and reports required to have been filed by or for them before the Effective Time of the Holding Company Merger, and all information set forth in such returns or reports is or (in the case of such returns or reports not yet due) will be accurate and complete in all material respects. Each member of the City Holding Group has paid or made adequate provision for, or (with respect to returns or reports not yet filed) before the Effective Time of the Holding Company Merger will pay or make adequate provision for, all taxes, additions to tax, penalties, and interest for all periods covered by those returns or reports. There are, and at the Effective Time of the Holding Company Merger will be, no unpaid taxes, additions to tax, penalties, or interest due and payable by any member of the City Holding Group that are or could become a lien on any asset, or otherwise materially adversely affect the business, property or financial condition, of any member of the City Holding Group except for taxes and any such related liability (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into incurred in the ordinary course of businessbusiness for which adequate provision has been made by any member of the City Holding Group or (b) being contested in good faith and disclosed in Schedule 3.2(g). Each member of the City Holding Group has collected or has withheld, or will collect or withhold before the Effective Time of the Holding Company Merger, all amounts required to be collected or withheld by it for any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwisetaxes, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current all such amounts have been, or any future taxable period by any closing agreement (within before the meaning of Section 7121 Effective Time of the Code)Holding Company Merger will have been, private letter rulingpaid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due. Each member of the City Holding Group is in material compliance with, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of and its Subsidiaries following the Closing.records contain all
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (City Holding Co), Agreement and Plan of Reorganization (Horizon Bancorp Inc /Wv/)
Tax Matters. (a) Except as The Company has not had timely and would not reasonably be expected to haveproperly filed all federal, individually or in the aggregatestate, a Parent Material Adverse Effect, (i) Parent local and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns foreign tax returns required to be filed by any of them it through the date hereof, and all such Tax Returns tax returns filed by the Company are true, correct and complete and accurate, (ii) Parent and each of its Subsidiaries have timely in all material respects. The Company has paid or caused to be paid all Taxes that are material federal, state, local, foreign and other taxes, including without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, franchise taxes, employment and payroll related taxes, withholding taxes, transfer taxes, and all deficiencies, or other additions to tax, interest, fines and penalties owed by it (collectively, "TAXES"), required to be paid by it through the date hereof whether disputed or not, except Taxes that have not yet accrued or the payment for which has not otherwise become due. The provisions for payment of any accrued and unpaid Taxes of them or that Parent or any the Company in the Base Balance Sheet are sufficient as of its Subsidiaries are obligated date for the payment of any accrued and unpaid Taxes of any nature of the Company, and since the date of the Base Balance Sheet the Company has incurred no Taxes other than in the ordinary course of its business. All Taxes and other assessments and levies that the Company was or is required to withhold from amounts owing or collect have been withheld and collected and have been paid over to any employeethe proper governmental authorities. The Company has delivered to the Investors correct and complete copies of all annual tax returns, creditorexamination reports, stockholders and statements of deficiencies filed by, assessed against, or third party (in each caseagreed to by the Company since December 31, whether or 1995. The Company has not shown on any Tax Return), (iii) there are no currently effective waivers of waived any statute of limitations with in respect to of Taxes or extensions agreed to any extension of time with respect to a any Tax assessment payment, assessment, deficiency or deficiency, collection. Except as set forth in Section 2.12 of the Disclosure Schedule: (ivi) all assessments for Taxes due with respect to completed and settled examinations the Company has never received notice of any audit or of any proposed deficiencies from the Internal Revenue Service (the "IRS") or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset taxing authority (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into routine audits undertaken in the ordinary course and which have been resolved on or prior to the date hereof); (ii) there are in effect no waivers of businessapplicable statutes of limitations or agreements as to any extension of time with respect to any Tax payment, assessment, deficiency or collection. with respect to any Taxes owed by the Company for any year; (iii) neither the IRS nor any other taxing authority is now asserting or, to the knowledge of the Company, threatening to assert against the Company any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith; (iv) the Company has never been a member of an affiliated group of corporations filing a combined federal income Tax return nor does the Company have any liability for Taxes of any person (other than Parent or any of its Subsidiaries) Person under Treasury Regulation Regulations Section 1.1502-6 (or any analogous or similar provision of stateforeign, state or local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of businesslaw) or otherwise, ; and (ixv) neither Parent nor any the Company has not filed a consent under Section 341(f) of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement the Internal Revenue Code of 1986, as amended (the "CODE"), concerning collapsible corporations. The Company has never been a United States real property holding corporation within the meaning of Section 7121 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code). The Company is not a party to any Tax allocation or sharing arrangement. The Company is not a party to any contract, private letter rulingagreement, technical advice plan or other ruling arrangement covering any employee or written agreement with former employee thereof, that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code. The Company is not a Governmental Entity, in each case, that could reasonably be expected to affect "FOREIGN PERSON" within the liability for Taxes meaning of Parent or any Section 1445 of its Subsidiaries following the ClosingCode and Treasury Regulations Section 1.1445-2.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Eagle Test Systems, Inc.), Stock Purchase Agreement (Eagle Test Systems, Inc.)
Tax Matters. All federal and state income and franchise and all other material Tax returns, reports and statements (acollectively, the “Tax Returns”) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and Tax Affiliates or extensions have been timely filed with the appropriate Governmental Authorities, all such Tax Returns are true, correct and complete in all material respects, and accurateall Taxes, assessments and other governmental charges and impositions reflected therein and all other material Taxes, assessments and other governmental charges otherwise due and payable have been paid prior to the date on which any liability may be added thereto for non-payment thereof; except that a Tax Affiliate may defer payment of any contested taxes; provided, that such Tax Affiliate (a) in good faith contests its obligation to pay such Taxes by appropriate proceedings promptly and diligently instituted and conducted, (iib) Parent notifies the Secured Parties in writing of the commencement of, and each of its Subsidiaries have timely paid all Taxes that are any material development in, the proceedings, (c) posts bonds or takes any other steps required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold keep the contested taxes from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to becoming a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on Lien upon any of the assets Collateral and (d) maintains adequate reserves therefor in conformity with GAAP. As of Parent the Sixth Amendment Effective Date, no income or franchise Tax Return or other material Tax Return of the Borrower or any other Tax Affiliate is under audit by any Governmental Authority, and no Tax Affiliate has received written notice from any Governmental Authority of its Subsidiaries other than statutory Liens any audit or examination or any assertion of any material claim for Taxes not yet Taxes. No Loan Party is otherwise aware of any claims or adjustments proposed for any prior tax years that could result in additional taxes becoming due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of payable by any Tax or Affiliate. No Tax asset (other than an agreement or arrangement solely among members of Affiliate has participated in a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (“listed transaction” within the meaning of Treasury Regulation Section 7121 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the Code), private letter ruling, technical advice or other ruling or written agreement with group of which a Governmental Entity, in each case, that could reasonably be expected to affect Tax Affiliate is the liability for Taxes of Parent or any of its Subsidiaries following the Closingcommon parent.
Appears in 2 contracts
Samples: Facility Agreement (Neos Therapeutics, Inc.), Facility Agreement (Aytu Bioscience, Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared and has (i) timely filed (taking into account any valid extension of time within which to file) all material foreign, U.S. federal, state and local Tax Returns that are or were required to be filed by any of them filed, and all such Tax Returns are true, correct and complete and accuratein all material respects, (ii) Parent and each of its Subsidiaries have timely paid all material Taxes that are required to be paid by it and any other material assessment, fine or penalty levied against it, whether or not shown or determined to be due on such Tax Returns, other than any such amounts (x) currently payable without penalty or interest, or (y) being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iii) timely withheld, collected or deposited as the case may be all material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by it, and to the extent required, have been paid to the relevant taxing authority in accordance with applicable Law; and (iv) complied with all applicable information reporting requirements in all material respects. Neither the Company nor any Subsidiary (i) is subject to any outstanding audit, assessment, dispute or claim concerning any material Tax liability of them or that Parent the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employeeeither within the Company’s Knowledge or claimed, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened raised by an authority in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, writing; (viii) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to, bound by or otherwise subject to any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement agreement, similar contract or arrangement solely among members to which only the Company and its Subsidiaries are parties); (iii) has participated in a “listed transaction” within the meaning of a group the common parent of which is Parent Treasury Regulation Section 1.6011- 4(b)(2); or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business(iv) or has any liability for Taxes of any person (other than Parent or any Person arising from the application of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), or as transferee, a transferee or successor, by Contract (other than commercial Contracts contract, or otherwise. No claim has been made by a tax authority in a jurisdiction where the Company or any Subsidiary does not primarily related pay Taxes or file Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes and entered into in assessed by such jurisdiction. Neither the ordinary course of business) or otherwise, and (ix) neither Parent Company nor any Subsidiary will be required to include any item of its Subsidiaries is bound with respect to income in, or exclude any current item of deduction from, taxable income for any period (or any future taxable period by any closing agreement portion thereof) ending after the Closing as a result of any: (within the meaning of Section 7121 of the Code), private letter ruling, technical advice 1) installment sale or other ruling open transaction disposition made on or prior to the Closing; (2) prepaid amount received on or prior to the Closing; (3) written and legally binding agreement with a Governmental Entity, in each case, that could reasonably be expected Entity relating to affect the liability taxes for Taxes of Parent any taxable period ending on or any of its Subsidiaries following before the Closing; (4) change in method of accounting in any taxable period ending on or before the Closing; or (5) election under Section 108(i) of the Code.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bancorp 34, Inc.), Securities Purchase Agreement (Pathfinder Bancorp, Inc.)
Tax Matters. (a) Except as set forth on Schedule 5.12, the Company and each other corporation included in any consolidated or combined tax return or part of an affiliated group, within the meaning of Section 1504 of the Code, of which the Company is or has not had and would not reasonably be expected to have, individually or in the aggregate, been a Parent Material Adverse Effectmember, (iA) Parent have timely paid all Taxes required to be paid by them through the date hereof (including any Taxes shown due on any Tax Return) and each of its Subsidiaries (B) have prepared and filed or caused to be filed in a timely filed manner (taking into account within any valid applicable extension of time within which to fileperiods) all Tax Returns required to be filed by any of them with the appropriate Governmental Entities in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are complete true and accurate, (ii) Parent and complete. All Taxes shown to be due on each of its Subsidiaries the Tax Returns filed by the Company have been timely paid all Taxes that are required to be paid in full. Except as set forth in Schedule 5.12: (i) no Liens have been filed and the Company has not been notified by any of them or that Parent the Internal Revenue Service or any other taxing authority that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Return of its Subsidiaries are obligated the Company (or the failure to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any file a Tax Return), and no waivers of statutes of limitations have been given or requested with respect to the Company; (iiiii) there are no currently effective waivers pending Tax audits of any statute Tax Returns of limitations the Company; (iii) no unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against the Company or any member of any affiliated or combined group of which the Company was or is a member; (iv) the Company has made full and adequate provision (x) on the Latest Balance Sheet for all Taxes payable by it for all periods prior to the date of the Latest Balance Sheet and (y) on its books for all Taxes payable by it for all periods beginning on or after the date of the Latest Balance Sheet; (v) the Company has not nor will it incur any Liability with respect to any Taxes or extensions of time with respect to (a "Tax assessment or deficiency, (ivLiability") all assessments for Taxes due with respect to completed from and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any after the date of the assets of Parent or any of its Subsidiaries Latest Balance Sheet other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into incurred in the ordinary course of businessbusiness and consistent with previous years; (vi) or the Company has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent been nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (now a "personal holding company" within the meaning of Section 7121 542 of the Code or a United States real property holding corporation within the meaning of Section 897 of the Code); (vii) the Company and its predecessors have complied in all respects with all applicable Laws relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees) and the Company is not liable for any Taxes for failure to comply with such Laws; and (viii) the Company is not now nor has the Company been a party to any Tax sharing agreement. The Company has not agreed to and the Company is not required to make any adjustments pursuant to Section 481 of the Code, private letter ruling, technical advice and the Internal Revenue Service has not proposed any such adjustments or other ruling or written agreement with a Governmental Entity, changes in each case, that could reasonably be expected to affect the liability for Taxes accounting methods of Parent or any of its Subsidiaries following the ClosingCompany.
Appears in 2 contracts
Samples: _________________________________________ Stock Purchase Agreement (Netwolves Corp), Stock Purchase Agreement (Norstan Inc)
Tax Matters. Beginning with the first taxable year of the Company, its taxable year ended December 31, 1986, the Company properly elected to be taxed as a real estate investment trust within the meaning of Sections 856-860 of the Internal Revenue Code of 1986, as amended (a) Except the "Code"), and has satisfied, and continues to satisfy, all of the requirements set forth in those provisions and the regulations thereunder to be taxed as has not had and would not reasonably a real estate investment trust within the meaning of those provisions. Without limiting the generality of the foregoing, the Company, for each taxable year of the Company beginning with the first taxable year for which it made an election to be expected to have, individually or in the aggregate, classified as a Parent Material Adverse Effect, real estate investment trust: (i) Parent has timely made all of the distributions required under Section 857(a)(1) of the Code; (ii) has timely demanded the statements from its shareholders required under Section 1.857-8(d) of the Treasury Regulations promulgated under the Code and maintained the records required under Treasury Regulations Section 1.857-8(e); (iii) has not sought to apply the provisions of Section 856(c)(7) of the Code in any taxable year of the Company; and (iv) has not revoked its election to be taxed as a real estate investment trust for federal income tax purposes nor has it received any notice that its classification as a real estate investment trust has been challenged by any taxing authority. The Company and each of its Subsidiaries have prepared Subsidiary has filed all U.S. Federal, state, local, foreign and timely filed (taking into account any valid extension of time within other tax returns which to file) all Tax Returns were required to be filed by any of them on or before the date hereof and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely has paid all Taxes that are taxes which have become due and payable. All such reports and returns were materially accurate and complete when filed and reflect all taxes required to be paid by any of them or that Parent or any of the Company and its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (for the periods reported therein. The provision for taxes made in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers the Balance Sheet at the Balance Sheet Date was sufficient for the payment of any statute all accrued and unpaid taxes of limitations the Company and its Subsidiaries with respect to Taxes the periods then ended. No additional material assessments, deficiencies or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing penalties in respect of Taxes taxes have been made or Tax matters of Parent claimed against the Company or any Subsidiary which remain unpaid. No tax returns or reports of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent the Company or any of its Subsidiaries does not file Tax Returns of a certain type that Parent Subsidiary are or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) ever have been under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingaudit.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Brandywine Realty Trust), Securities Purchase Agreement (Brandywine Realty Trust)
Tax Matters. (a) Except as has not had and would not reasonably a)(i)All Tax Returns that are required to be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension extensions of time within which to file) all Tax Returns required by or with respect to be filed by any of them DCA and all such Tax Returns are complete and accurateits Subsidiaries have been duly filed, (ii) Parent all Taxes due have been paid in full, (iii) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (iv) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (v) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of DCA or its Subsidiaries. DCA has made available to GDSC true and correct copies of the United States federal income Tax Returns filed by DCA and its Subsidiaries for each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them the three most recent fiscal years ended on or that Parent or before December 31, 1997. Neither DCA nor any of its Subsidiaries are obligated to withhold from amounts owing to has any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations liability with respect to income, franchise or similar Taxes that accrued on or extensions before the end of time the most recent period covered by DCA's Regulatory Documents filed prior to the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in DCA's Regulatory Documents filed on or prior to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent date hereof. Neither DCA nor any of its Subsidiaries is a party to any agreement Tax allocation or arrangement relating to the apportionmentsharing agreement, sharing, assignment is or allocation has been a member of any an affiliated group filing consolidated or combined Tax or Tax asset returns (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of businesswas DCA) or otherwise has any liability for the Taxes of any person (other than Parent or any of DCA and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision ). As of statethe date hereof, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent DCA nor any of its Subsidiaries is bound with respect has any reason to believe that any current conditions exist that might prevent or any future taxable period by any closing agreement (impede the Merger from qualifying as reorganizations within the meaning of Section 7121 368 of the Code or Section 351 of the Code), private letter ruling, technical advice or other ruling or written agreement with . (b) No Tax is required to be withheld pursuant to Section 1445 of the Code as a Governmental Entity, in each case, that could reasonably be expected to affect result of the liability for Taxes of Parent or any of its Subsidiaries following the Closingtransfer contemplated by this Agreement. 5.18.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Dental Care Alliance Inc), Agreement and Plan of Reorganization and Merger (Gentle Dental Service Corp)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to fileor filed applicable extensions therefor) all returns, declarations, reports, claims for refund, information returns or statements relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof (the “Tax Returns Returns”) required to be have been filed by the Company or any such Subsidiary with all Governmental Authorities and paid all Taxes shown thereon or otherwise due for payment, other than any such Taxes which the Company or any Subsidiary are contesting in good faith and for which adequate reserves have been provided and reflected in the Company’s financial statements included in the SEC Filings. The charges, accruals and reserves on the books of them the Company in respect of Taxes for all fiscal periods are adequate in all material respects, and all such Tax Returns there are complete and accurate, (ii) Parent and each no material unpaid assessments against the Company or any of its Subsidiaries have timely paid all nor, to the Company’s Knowledge, any basis for the assessment of any additional Taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole. All Taxes and other assessments and levies that are the Company or any of its Subsidiaries is required to be withhold or to collect for payment have been duly withheld and collected and paid by to the proper Governmental Authorities or third party when due, other than any of them or that Parent such Taxes which the Company or any of its Subsidiaries are obligated contesting in good faith and for which adequate reserves have been provided and reflected in the Company’s financial statements included in the SEC Filings. There are no Tax liens or claims pending or, to withhold from amounts owing to the Company’s Knowledge, threatened in writing against the Company or any employeeof its Subsidiaries or any of their respective assets or property. Except as described in the SEC Filings, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a outstanding Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations sharing agreements or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or such arrangements between the Company and any of its Subsidiaries, (vi) no claim on the one hand, and any other corporation or entity, on the other hand. The Company has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent not taken any other action or knows of any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement fact relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, Merger that could would reasonably be expected to affect prevent the liability Merger from qualifying for Taxes of Parent or any of its Subsidiaries following the ClosingIntended Tax Treatment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc)
Tax Matters. (a) Except as has not had set forth on the Taxes Schedule: (a) the Company and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared duly and timely filed (taking into account any valid extension of time within which to file) all income Tax Returns and all other material Tax Returns which are required to be filed by any of them them, and all such Tax Returns are correct and complete and accuratein all material respects, (iib) Parent all material amounts of Taxes due and each of owing by the Company and its Subsidiaries have been fully and timely paid (whether or not reflected on any such Tax Return); (c) all material amounts of Taxes that are required to be paid by any of them or that Parent which the Company or any of its Subsidiaries are obligated to collect, deduct or withhold from amounts owing to any employee, creditor, stockholders customer, shareholder or third other third-party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paidand timely collected, deducted, withheld and paid to the appropriate Governmental Body; (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vid) no claim has ever been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority an authority in a jurisdiction where Parent the Company or any of its Subsidiaries does not file Tax Returns of a certain type that Parent the Company or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction; (e) no deficiency or proposed adjustment which has not been paid or resolved for any material amount of Tax has been asserted or assessed (or threatened in writing) by any taxing authority of any Governmental Body against the Company; (f) neither the Company nor any of its Subsidiaries has consented to extend the time in which any Tax may be assessed or collected by any taxing authority of any Governmental Body or in which any Tax Return may be filed, which extension is still in effect; (viig) there are no Liens for Taxes on ongoing or, to the Sellers’ knowledge, pending or threatened Tax audits by any taxing authority of any Governmental Body against the assets of Parent Company or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, Subsidiaries; (viiih) neither Parent the Company nor any of its Subsidiaries is a party to or bound by, or has any obligation under any Tax allocation, sharing, indemnity or similar agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than customary indemnification provisions in any commercial agreement entered into in the ordinary course of business and not primarily concerning Taxes); (i) neither the Company nor any of its Subsidiaries has been a member of an agreement affiliated group filing a consolidated federal income Tax Return or arrangement solely among members of any affiliated, consolidated, combined, unitary or similar group under any state, local or non-U.S. Law (other than a group the common parent of which was the Company); (j) neither the execution of this Agreement nor the consummation of the transaction contemplated hereby, either alone or in conjunction with any other event, directly or indirectly has resulted or could result, separately or in the aggregate, in the payment of any amount or benefit that could constitute an “excess parachute payment” within the meaning of Code §280G (or any corresponding provision of state, local or foreign income Tax Law); (k) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, including as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax Law) executed on or prior to the Closing Date, (iii) intercompany transaction or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax Law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date, or (vi) election under Code §108(i); (l) neither Demilec (USA), Inc. nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 (or so much of Code §356 as relates to Code §355) or Code §361; (m) neither Demilec (USA), Inc. nor any of its Subsidiaries is Parent or commercial agreements or arrangements has been a party to any “listed transaction,” as defined in Code §6707A(c)(2) and Reg. §1.6011-4(b)(2); (n) at all times since its formation, the Company has been properly characterized a “pass-through” entity for U.S. federal income Tax purposes, and Demilec (USA), Inc., Insulation Operations Holdings S.à x.x. and Demilec Inc. have been properly characterized as corporations for U.S. federal income Tax purposes; (o) the Shares are not primarily related to Taxes and “Taxable Canadian Property” within the meaning of the Tax Act; (p) neither the Company nor any of its Subsidiaries (i) has entered into a “closing agreement” or any similar agreement or arrangement with any taxing authority, (ii) is subject to any private letter ruling of the Internal Revenue Service or comparable ruling of any other Governmental Body, or (iii) has granted to any Person any power of attorney that is currently in force with respect to any Tax matter; (q) neither the ordinary course Company nor any of business) or its Subsidiaries has any liability Liability for the Taxes of any person (other than Parent or any of its Subsidiaries) Person under Treasury Regulation Section 1.1502-6 (or any analogous similar or similar corresponding provision of state, local or foreign Tax non-U.S. Law), or as transferee, a transferee or successor, by Contract contract or otherwise; (r) neither the Company nor any of its Subsidiaries has, and has ever had, a branch, agency or permanent establishment in any country other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course country of business) or otherwise, and its organization; (ixs) neither Parent the Company nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (a “passive foreign investment company” within the meaning of Section 7121 1297 of the Code; (t) Demilec Inc. has not, nor has ever been deemed to have for purposes of the Tax Act, acquired or had the use of property for proceeds greater than the fair market value thereof from, or disposed of property for proceeds less than the fair market value thereof to, or received or performed services or had the use of property for other than the fair market value from or to, or paid or received interest or any other amount other than at a fair market value rate to or from, any Person with whom it does not deal at arm’s length within the meaning of the Tax Act; (u) Demilec (USA), private letter rulingInc. is not, technical advice or other ruling or written agreement with and has not been at any time during the applicable period specified in Code §897(c)(1)(A)(ii), a Governmental EntityUnited States real property holding corporation within the meaning of Code §897(c)(2), in each case, that could reasonably be expected and (v) any reference to affect the liability for Taxes of Parent Company or any of its Subsidiaries following shall be deemed to include any Person that merged with or was liquidated or converted into the ClosingCompany or such Subsidiary, as applicable. For all transactions between Demilec Inc. and any Person not resident in Canada for purposes of the Tax Act with whom Demilec Inc. was not dealing at arm’s length, for the purposes of the Tax Act, Demilec Inc. has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (c) of the Tax Act and there are no circumstances which exist and would result in, or which have existed and resulted in, any of section 78 or sections 80 to and including section 80.04 of the Tax Act applying to Demilec Inc. or any of its Subsidiaries.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Huntsman International LLC)
Tax Matters. 5.20.1. Except as set forth on Schedule 5.20.1, (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all material Tax Returns required to be filed by any or on behalf of them the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete and accurate, in all material respects; (iib) Parent and all material Taxes of each of its Subsidiaries have timely paid all Taxes that are Acquired Company required to be have been paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown reflected on any Tax Return)) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (iiic) there are no currently effective waivers of any statute statutes of limitations limitation have been given or requested with respect to Taxes any Acquired Company in connection with any Tax Returns covering such Acquired Company or extensions of time with respect to a Tax assessment or deficiency, any Taxes payable by it; (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vid) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Governmental Authority in a jurisdiction where Parent or any of its Subsidiaries an Acquired Company does not file Tax Returns of has made a certain type claim, assertion or threat to such Acquired Company that Parent or any of its Subsidiaries such Acquired Company is or may be subject to taxation of by such type jurisdiction; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to file Tax Returns of such type in that jurisdiction, be so collected or withheld and paid over for all periods under all applicable Laws; (viif) there are no Liens for with respect to Taxes on any of the Acquired Company's property or assets of Parent or any of its Subsidiaries other than statutory Liens Permitted Liens; (g) there are no Tax rulings, requests for Taxes not yet due and payablerulings, (viii) neither Parent nor any of its Subsidiaries is a party or closing agreements relating to any agreement Acquired Company for any period (or arrangement relating portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquired Company made by a Governmental Authority in any examination that such Acquired Company is required to report to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of appropriate state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwisetaxing authorities has been reported, and (ix) neither Parent nor any of its Subsidiaries is bound additional Taxes due with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingthereto have been paid.
Appears in 2 contracts
Samples: Share Exchange Agreement (Phantom Fiber Corp), Share Exchange Agreement (Phantom Fiber Corp)
Tax Matters. (a) Except as has not had and would not reasonably be expected to havedisclosed in Schedule E, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent GenSci and each of its Subsidiaries have prepared and GenSci Subsidiary has duly filed on a timely filed (taking into account any valid extension of time within which to file) basis all Tax Returns required to be filed by any of them it with the appropriate Governmental Entity (and all such Tax Returns are complete and accuratecorrect and have been prepared in compliance with all applicable laws and regulations), (ii) Parent and each of its Subsidiaries have timely has paid all Taxes that (whether or not such Taxes are shown or required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any a Tax ReturnReturn so filed), including all instalments on account of Taxes for the current year, which are due and payable on or before the date hereof; adequate provision has been made for all such amounts payable for the current period for which Tax Returns are not yet required to be filed; adequate provision has been made in the GenSci US Financial Statements for all such amounts accruing or otherwise expected or incurred to or by GenSci US Subsidiary for the period covered by the GenSci US Financial Statements; all such amounts accruing or otherwise expected or incurred (iiinet of positive adjustments) to or by GenSci US Subsidiary for the period to the Effective Time (and not already reflected in the GenSci US Financial Statements) do not exceed $100,000 in the aggregate (and, in the case of payroll taxes incurred, up to $180,000, which payroll taxes will be substantially remitted in the normal course of business to the Effective Time); there are no currently effective agreements, waivers of any statute of limitations with respect to Taxes or extensions other arrangements providing for an extension of time with respect to a the filing of any Tax assessment Return by, or deficiencypayment of any tax, (iv) all assessments for Taxes due with respect governmental charge or deficiency by or against GenSci and each GenSci Subsidiary; to completed and settled examinations or any concluded litigation have been fully paid, (v) the best knowledge of GenSci there are no auditsactions, examinationssuits, proceedings, investigations or other proceedings pending claims commenced, threatened or threatened in writing contemplated against GenSci or any GenSci Subsidiary in respect of Taxes Taxes, or Tax matters of Parent grounds for any material claim in respect thereof, or any matters under discussion with any Governmental Entity relating to Taxes asserted by any such Governmental Entity. The transactions contemplated under this Agreement and the Plan of its SubsidiariesArrangement will not, (vi) no claim has been made at any time before or after the Effective Time, result in writing or, to Parent’s knowledge, otherwise, by GenSci US Subsidiary having a Taxing Authority in a jurisdiction where Parent material liability or material contingent or future liability for any of its Subsidiaries does not file Tax Returns of a certain type that Parent amount or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset Person (other than an agreement or arrangement solely among members of obligation to pay fair value to a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into Dissenting Shareholder as contemplated in the ordinary course of businessthis Agreement) or has including, without limitation, any liability for Taxes or contingent or future liability in respect of any person Taxes (other than Parent unless such liability or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (contingent or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts future liability would not primarily related to Taxes and entered into in the ordinary course of businessexceed $100,000) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 provided, however, that GenSci US Subsidiary may have potential U.S. withholding liability on interest deemed paid on GenSci US Subsidiary Loans as a result of the Code)transactions contemplated under this Agreement, private letter rulingand provided that GenSci US Subsidiary may recognize gain and incur Tax liability solely as a result of an election by IsoTis, technical advice or other ruling or written agreement with pursuant to Section 338 of the Code (a Governmental Entity“338 Election”) to treat the acquisition of the GenSci US Subsidiary Shares as an acquisition of assets for United States federal income tax purposes and provided, in each caseadditionally, that could reasonably be expected GenSci US Subsidiary may recognize gain, and incur Tax liability, upon the purchase by IsoTis of any assets of GenSci US Subsidiary prior to affect or on the liability for Taxes Effective Date. In addition, and without limiting the generality of Parent or any of its Subsidiaries following the Closing.this §3.2(u),
Appears in 2 contracts
Samples: Arrangement Agreement (Isotis Sa), Arrangement Agreement (Isotis Sa)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectset forth on Schedule 7.9, (i) Parent all Taxes relating to the Management Business required to be paid through the date hereof have been paid and each all returns, declarations of its Subsidiaries have prepared estimated Tax, Tax reports, information returns and timely filed (taking into account any valid extension of time within which to file) all Tax Returns statements required to be filed by in connection with the Management Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof) relating to any Taxes with respect to any income, properties or operations of them and all such Tax Returns are complete and accuratethe Management Company prior to the date hereof (collectively, "Management Company Returns") have been duly filed; (ii) Parent as of the time of filing, the Management Company Returns correctly reflected in all material respects (and, as to any Management Company Returns not filed as of the date hereof, will correctly reflect in all material respects) the facts regarding the income, business, assets, operations, activities and each status of its Subsidiaries have timely paid all Taxes that are the Management Business and any other information required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), therein; (iii) there all Taxes relating to the operations of the Management Business that have been shown as due and payable on the Management Company Returns have been timely paid and filed or adequate provisions made to the books and records of the Management Business; (iv) in connection with the Management Business (A) the Management Company has made provision on the Management Company Balance Sheet for all Taxes payable for any periods that end on or before the Management Company Balance Sheet Date for which no Management Company Returns have yet been filed and for any periods that begin on or before the Management Company Balance Sheet Date and end after the Management Company Balance Sheet Date to the extent such Taxes are no currently effective waivers attributable to the portion of any statute such period ending on the Management Company Balance Sheet Date and (B) provision has been made for all Taxes payable for any periods that end on or before the date hereof for which no Management Company Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to the extent such Taxes are attributable to the portion of limitations any such period ending on such date; (v) no tax liens have been filed with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or the Management Business, and there are no pending tax audits of any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement Management Company Returns relating to the apportionmentManagement Business; and (vi) no deficiency or addition to Taxes, sharinginterest or penalties for any Taxes relating to the operation of the Management Business has been proposed, assignment asserted or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into assessed in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 writing (or any analogous member of any affiliated or similar provision combined group of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in which the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current Management Company or any future taxable period by any closing agreement (within the meaning of Section 7121 previous operator of the CodeManagement Business was a member for which the Management Company could be liable), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 2 contracts
Samples: Management Services Agreement (BMJ Medical Management Inc), Management Services Agreement (BMJ Medical Management Inc)
Tax Matters. (a) Except as has for matters which would not had and have or would not reasonably be expected likely to have, individually or in the aggregate, have a Parent Material Adverse Effect, (i) Parent the Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of its Subsidiaries have prepared and is currently a member (a "Company Affiliated Group"), has timely filed (taking into account any valid extension of time within which to file) all Tax Returns (as defined below) required to be filed by any of them and all such Tax Returns are complete and accurateit in the manner provided by law, (ii) Parent and each of its Subsidiaries have timely has paid all Taxes that are required (as defined below) shown thereon to be paid by due and has provided adequate reserves in its financial statements for any of them or Taxes that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each casehave not been paid, whether or not shown as being due on any Tax ReturnReturns. Except for matters which would not have or would not reasonably be likely to have a Material Adverse Effect: (i) there is no audit examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Taxes due and owing by the Company, any Subsidiary of the Company or any member of the Company Affiliated Group; (ii) no requests for waivers of the time to assess any Taxes have been granted or are pending (other than with respect to years that are currently under examination by the U.S. Internal Revenue Service or other applicable taxing authorities), ; (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all material assessments 21 for Taxes due and owing by the Company, any Subsidiary of the Company or any member of the Company Affiliated Group with respect to completed and settled examinations or any concluded litigation have been fully paid, unless such amounts are not yet due or are being contested in good faith; (viv) there are no audits, examinations, investigations the statute of limitations on assessment or other proceedings pending collection of any federal or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent state income taxes due from the Company or any of its Subsidiaries does not file has expired for all taxable years of the Company and its Subsidiaries through February 1993; (v) the federal income Tax Returns of a certain type that Parent the Company and each of its Subsidiaries have been examined by and settled with the U.S. Internal Revenue Services for all years through February 1993; (vi) the Company and each of its Subsidiaries have complied in all material respects with all rules and regulations relating to the withholding of Taxes; and (vii) to the knowledge of the Company, no liability for Taxes of another corporation has been asserted against the Company or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any by reason of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is being or having been a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation member of any Tax consolidated, combined, unitary or Tax asset aggregate group for tax purposes (other than an agreement or arrangement solely among members a Company Affiliated Group). For purposes of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has this Agreement, "Taxes" shall mean any liability for Taxes taxes of any person (other than Parent kind, including but not limited to those on or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (measured by or any analogous referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar provision fees, assessments or charges of stateany kind whatsoever, local together with any interest and any penalties, additions to tax or foreign additional amounts imposed by any governmental authority, domestic or foreign. For purposes of this Agreement, "Tax Law)Return" shall mean any return, as transferee, successor, by Contract (other than commercial Contracts not primarily related report or statement required to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor be filed with any of its Subsidiaries is bound governmental authority with respect to Taxes, including any current schedule or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice attachment thereto or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingamendment thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Recapitalization (Blount Winton M), Agreement and Plan of Merger and Recapitalization (Blount International Inc)
Tax Matters. (a) Except The Company and each of its subsidiaries have (i) filed all material Tax Returns (as hereinafter defined) required to be filed by them (taking into account extensions) and all such Tax Returns were true, correct and complete in all material respects, (ii) paid or provided adequate reserves for all material Taxes whether or not shown to be due on such Returns or which are otherwise due and payable and (iii) paid or provided adequate reserves for all material Taxes for which a notice of assessment or collection has been received. Neither the Internal Revenue Service nor any other taxing authority has asserted in writing any claim for Taxes, or to the Company's knowledge, is threatening to assert any claims for Taxes, against the Company or any of its subsidiaries. The Company and each of its subsidiaries have withheld or collected and paid over to the appropriate governmental, administrative or regulatory bodies or authorities (or are properly holding for such payment) all material Taxes required by law to be withheld or collected. There are no outstanding contracts, undertakings or agreements extending or waiving the statutory period of limitation applicable to any material Tax Return of the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has made an election under Section 341(f) of the Code. There are no Liens for Taxes upon the assets of the Company or any of its subsidiaries, other than Liens for Taxes that are not had yet due, Liens that are being contested in good faith in accordance with applicable law and disclosed in Section 3.14(a) of the Company Disclosure Schedule (and for which adequate reserves have been provided) and Liens which would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect, . Neither the Company nor any of its subsidiaries (i) Parent and each has been a member of its Subsidiaries have prepared and timely filed an affiliated group filing a consolidated federal income Tax Return (taking into account any valid extension other than a group the common parent of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accuratewas the Company), (ii) Parent and each has any liability for the Taxes of any Person, including under Treasury Regulation Section 1.1502-6 or analogous state, local or foreign law for any Taxes, other than for Taxes of the Company or its Subsidiaries have timely paid all Taxes that are required to be paid subsidiaries or (iii) is a party to, is bound by or has any obligation under a Tax sharing or Tax indemnity contract, undertaking, or agreement or any other contract of them or that Parent a similar nature with any entity other than the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (subsidiaries that remains in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no effect. No claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority taxing authority in a jurisdiction where Parent the Company or any of its Subsidiaries subsidiaries does not file Tax Returns of a certain type that Parent the Company or any of its Subsidiaries subsidiaries is or may be subject to taxation of by that jurisdiction where such type claim, if determined adversely to the Company or required to file Tax Returns of such type subsidiary, would, individually or in that jurisdictionthe aggregate, (vii) there are no Liens for Taxes on any of have a Material Adverse Effect. Neither the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent Company nor any of its Subsidiaries subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation subject of any Tax currently ongoing audit or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound examination with respect to Taxes, nor, to the Company's knowledge, has any current such audit been threatened or any future taxable period proposed by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingtaxing authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (About Com Inc), Agreement and Plan of Merger (About Com Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely All Tax Returns that are required to be filed (taking into account any valid extension extensions of time within which to file) all Tax Returns required by or with respect to be filed by any of them the Company and all such Tax Returns are complete and accurateits Subsidiaries have been duly filed, (ii) Parent all Taxes due have been paid in full, (iii) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (iv) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (v) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of the Company or its Subsidiaries. The Company has made available to Recap true and correct copies of the United States federal income Tax Returns filed by the Company and its Subsidiaries for each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them the three most recent fiscal years ended on or that Parent or before December 31, 1998. Neither the Company nor any of its Subsidiaries are obligated to withhold from amounts owing to has any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations liability with respect to income, franchise or similar Taxes that accrued on or extensions before the end of time the most recent period covered by the Company SEC Reports filed prior to the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in the Company SEC Reports filed on or prior to a Tax assessment or deficiencythe date hereof. Except as set forth on SCHEDULE 5.18, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of neither the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent Company nor any of its Subsidiaries is a party to any agreement Tax allocation or arrangement relating to the apportionmentsharing agreement, sharing, assignment is or allocation has been a member of any an affiliated group filing consolidated or combined Tax or Tax asset returns (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in was the ordinary course of businessCompany) or otherwise has any liability for the Taxes of any person (other than Parent or any of the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Green Equity Investors Iii Lp), Agreement and Plan of Merger (Interdent Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely All Tax Returns that are required to be filed on or before the Closing Date (taking into account any valid extension extensions of time within which to filefile that have not expired) all Tax Returns required by or with respect to be filed by TriCo or any of them and its Subsidiaries have been or will be timely filed on or before the Closing Date, (ii) all such Tax Returns are or will be true, correct and complete and accuratein all material respects, (iiiii) Parent and each of its Subsidiaries have timely paid all Taxes that are required due and payable by or with respect to be paid by any of them or that Parent TriCo or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown as due on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiencyhave been timely paid in full, (iv) all assessments the unpaid Taxes of TriCo and its Subsidiaries did not, as of the date of the most recent financial statements, exceed the reserve for Taxes due Tax liability set forth on the face of such financial statements and do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with respect to completed the past custom and settled examinations or any concluded litigation have been fully paidpractice of TriCo and its Subsidiaries in filing its Tax Returns, (v) there are no audits, examinations, investigations all deficiencies asserted or other proceedings pending or threatened assessments made as a result of examinations conducted by any taxing authority have been paid in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiariesfull, (vi) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (v) are currently pending, and (vii) no claim has been made in writing or, to Parent’s knowledge, otherwise, in the past five (5) years by a Taxing Authority taxing authority in a jurisdiction where Parent TriCo or any of its Subsidiaries does not already file Tax Returns of that TriCo or a certain type that Parent or any of its Subsidiaries Subsidiary is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent . Neither Trico nor any of its Subsidiaries has taken any action or failed to take any action, or is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation aware of any Tax fact or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entitycircumstance, in each case, that could reasonably be expected to affect prevent the liability for Taxes Merger from qualifying as a “reorganization” within the meaning of Parent Section 368(a) of the Code. TriCo has made available to FNBB (A) true and correct copies of the U.S. federal and state income tax returns filed by or any on behalf of TriCo and its Subsidiaries following for the Closingmost recent three (3) years and (B) any audit reports by the respective taxing authorities making adjustments to those returns.
Appears in 2 contracts
Samples: Bank Merger Agreement (Trico Bancshares /), Bank Merger Agreement (FNB Bancorp/Ca/)
Tax Matters. (a) Except as The Company has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared duly and timely filed (taking into account any valid extension of time within which to file) all Tax Returns income, excise, corporate, franchise, property, sales, payroll, withholding and other tax returns and reports required to be filed by any it as of them and all such Tax Returns are complete and accurate, (ii) Parent and each the date hereof by the United States of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent America or any state or any political subdivision thereof and has paid or established adequate reserves for all taxes (including penalties and interest) which have or may become due pursuant to such returns and any assessments which have been received by it or otherwise. All such tax returns or reports fairly reflect the taxes of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (the Companies in each case, whether or all material respects for the periods covered thereby. The Company is not shown on any Tax Return), (iii) there are no currently effective waivers delinquent in the payment of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax tax, assessment or deficiencygovernmental charge, (iv) all assessments there is no tax deficiency or delinquency asserted against the Company and there is no unpaid assessment, proposal for Taxes due with respect to completed and settled examinations additional taxes, deficiency or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened delinquency in writing in respect the payment of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets taxes of Parent or the Company that could be asserted by any of its Subsidiaries other than statutory Liens for Taxes not yet due and payabletaxing authority, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes material violation of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of federal, state, local or foreign Tax Law)tax law. No Internal Revenue Service audit of the Company is pending or to the knowledge of the Company threatened, as transfereeand the results of any completed audits are properly reflected in the Company's financial statements. The Company has not granted any extension to any taxing authority of the limitation period during which any tax liability may be asserted. The Company have committed no knowing or willful violation of any federal, successorstate, local or foreign tax laws. All monies required to be withheld by Contract (other than commercial Contracts not primarily related the Company from employees or collected from customers for income taxes, social security and unemployment insurance taxes and sales, excise and use taxes, and the portion of any such taxes to Taxes be paid by the Companies to governmental agencies, have been collected or withheld and either paid to the respective governmental agencies or set aside in accounts for such purpose, or such monies have been approved, reserved against and entered into in upon the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 books of the Code)Company. Except as set forth on Schedule 2.14, private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected there are no disputes as to affect taxes of any nature payable by the liability for Taxes of Parent or any of its Subsidiaries following the ClosingCompany.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Therapy Lasers Inc), Stock Exchange Agreement (Therapy Lasers Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared (i) filed all federal, state, local and timely filed (taking into account any valid extension of time within which to file) all foreign Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate(taking into account extensions), (ii) paid or accrued all Taxes shown to be due on such Returns or which are otherwise due and payable and (iii) paid or accrued all Taxes for which a notice of assessment or collection has been received, except in the case of clause (i), (ii) or (iii) for any such filings, payments or accruals which do not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the Internal Revenue Service nor any other taxing authority has asserted in writing any claim for Taxes, or to the knowledge of Parent, is threatening to assert any claims for Taxes, against Parent or any of its Subsidiaries which claims, if determined adversely to Parent or such Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect on Parent. Parent and each of its Subsidiaries have timely withheld or collected and paid over to the appropriate Governmental Entities (or are properly holding for such payment) all Taxes that are required by Law to be paid by any withheld or collected, except for amounts which do not, individually or in the aggregate, have a Material Adverse Effect on Parent. There are no outstanding agreements or waivers extending the statutory period of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing limitation applicable to any employee, creditor, stockholders or third party (in each case, whether or not shown on any material Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has made an election under Section 341(f) of the Code. There are no liens for Taxes upon the assets of Parent or any of its Subsidiaries (other than liens for Taxes that are not yet due), except for liens which do not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries (vii) no has any liability under Treasury Regulation Section 1.1502-6 or analogous state, local, or foreign law provision, except to the extent any such liabilities, individually or in the aggregate, do not have a Material Adverse Effect on the Parent, or (ii) is a party to a Tax sharing or Tax indemnity agreement or any other agreement of a similar nature with any entity other than Parent or any of its Subsidiaries that remains in effect and under which the Parent or any such Subsidiary could have any material liability for Taxes. No claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority taxing authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of by that jurisdiction where such type or required claim, if determined adversely to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payablesuch Subsidiary, (viii) neither would, individually or in the aggregate have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation subject of any Tax currently ongoing audit or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound examination with respect to a material amount of Taxes, nor, to the knowledge of Parent, has any current such audit been threatened or any future taxable period proposed by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingtaxing authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPX Corp), Agreement and Plan of Merger (General Signal Corp)
Tax Matters. (a) Except as has not had and in each case where noncompliance would not reasonably be expected to havehave a material adverse effect on Avicena, individually or in the aggregate, a Parent Material Adverse Effect, Avicena (i) Parent has timely and each of its Subsidiaries have prepared and timely properly filed (taking into account any valid extension of time within which to file) all Tax Returns required or caused to be filed all tax returns which it is required to file by any of them jurisdiction to which it is or has been subject, and all such Tax Returns tax returns are complete true, correct and accuratecomplete, (ii) Parent and each of its Subsidiaries have has timely paid all Taxes that are required or caused to be paid by any of them in full all taxes which are or that Parent or any of its Subsidiaries are obligated have become due and payable to withhold from amounts owing all taxing authorities with respect to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return)such returns and period, (iii) there are no currently effective waivers has made or caused to be made all withholdings of any statute of limitations taxes required to be made by it, and such withholdings have either been paid to the appropriate governmental agency or set aside in appropriate accounts for such purpose, and (iv) has otherwise satisfied, in all material respects, all applicable laws and agreements with respect to Taxes the filing of tax returns and the payment of taxes. Avicena will timely and properly file or extensions cause to be filed all material tax returns which it is or will be required to file on or before the Closing Date, all such tax returns will be true and correct and complete in all respects, and will pay or cause to be paid in full when due all taxes, if any, which become due and payable pursuant to such returns or assessments received by it on or before the Closing Date. All liabilities in respect of Avicena’s tax returns have been finally determined for all taxable years up to and including the taxable year ending December 31, 2003. There are no unassessed tax deficiencies or adjustments to taxable income proposed or threatened against Avicena, nor are there any agreements, waivers, or other arrangements providing for extension of time with respect to a Tax the assessment or deficiencycollection of any tax against Avicena, (iv) all assessments nor are there any agreements, waivers, or other arrangements providing for Taxes due extension of time with respect to completed and settled examinations the assessment or collection of any tax against Avicena or any concluded litigation have been fully paidactions, (v) there are no auditssuits, examinationsproceedings, investigations or other proceedings claims now pending or threatened in writing in against Avicena with respect of Taxes or Tax matters of Parent to any tax, or any of its Subsidiariesmatter under discussion with any federal, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect authority relating to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingtaxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avicena Group, Inc.), Agreement and Plan of Merger (Avicena Group, Inc.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Parent Company Material Adverse Effect, (ix) Parent the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all U.S. federal income Tax and other material Tax Returns required to be filed by any of them them, and all such Tax Returns are complete and accurateaccurate in all material respects, (iiy) Parent the Company and each of its Subsidiaries have timely paid or cause to be paid all Taxes that are required to be paid by any of them or that Parent them, except with respect to matters contested in good faith and for which adequate reserves have been established on the financial statements of the Company and its Subsidiaries in accordance with GAAP, and (z) all Taxes required to be withheld by the Company or any of its Subsidiaries are obligated have been duly and timely withheld and such withheld Taxes have been either duly and timely paid to withhold from amounts owing the proper Governmental Entity or properly set aside in accounts for such purposes. Except as set forth in Section 4.14 of the Company Disclosure Schedule, (i) the U.S. federal income Tax Returns of the Company and the U.S. consolidated federal income Tax Returns of EMS LP through the Tax year ending December 31, 2008 have been examined and closed (or the period for assessment of the Taxes in respect of which such Tax Returns were required to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Returnbe filed has expired), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (ivii) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (viii) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes U.S. federal income or other material Tax matters of Parent the Company or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (viiiv) there are no Liens for Taxes on any of the assets of Parent the Company or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viiiv) neither Parent nor none of the Company or any of its Subsidiaries is has been a party “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to any agreement or arrangement relating to be governed by Section 355 of the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in ) occurring during the ordinary course of business) or otherwisetwo-year period ending on the date hereof, and (ixvi) neither Parent the Company nor any of its Subsidiaries is bound with respect to has engaged in any current or any future taxable period by any closing agreement (“listed transaction” within the meaning of Section 6011 of the Code and the Treasury regulations promulgated thereunder. Except as set forth in Section 4.14 of the Company Disclosure Schedule, since February 10, 2005 neither the Company nor any Subsidiary of the Company (A) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was EMS LP) or any combined or affiliated group or unitary group of taxpayers or (B) has any liability for the Taxes of any Person (other than EMS LP or any of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law), under any other provision of Law imposing joint liability for Taxes or members of a consolidated, affiliated, combined or unitary group, or under any tax sharing agreement, tax indemnity agreement, or any other similar agreement. Neither the Company nor any of its Subsidiaries has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the CodeCode (or any predecessor provision or any similar provision of state or local law), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, either case that could reasonably would be expected to affect binding upon the liability for Taxes of Parent Company or any of its Subsidiaries following after the ClosingMerger Closing Date. Except with respect to the payment of consideration attributable to Stock Options or to Company Common Stock received as compensation for services, no withholding of Taxes is required in connection with the payment of the consideration paid for Common Stock to holders of Common Stock under this Agreement. None of the Company and the Subsidiaries has made an election under section 108(i) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Emergency Medical Services CORP)
Tax Matters. (a) Except as has not had and would not reasonably be expected to havebe material to the Company and the Subsidiaries, individually or in the aggregate, taken as a Parent Material Adverse Effect, whole: (i) Parent the Company and each of its Subsidiaries have prepared and timely filed (filed, taking into account any valid extension of time within which to file) extensions, all material Tax Returns required to be filed by any of them and them, all such Tax Returns are true, correct and complete in all material respects, and accurate, (ii) Parent the Company and each of its Subsidiaries have timely paid all material Taxes that are required to be paid by any of them other than Taxes that are not yet due or that Parent are being contested in good faith in appropriate Proceedings and for which the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (applicable Subsidiary has set aside adequate reserves in each case, whether or not shown on any Tax Return)accordance with GAAP, (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (viiii) there are no Liens for material Taxes on any assets of the assets of Parent Company or its Subsidiaries, other than Permitted Liens, (iii) no deficiency for any material Tax has been asserted or assessed by a taxing authority against the Company or any of its Subsidiaries other than statutory Liens which deficiency has not been paid in full or which is not being contested in good faith in appropriate Proceedings and for Taxes not yet due and payablewhich the Company or its applicable Subsidiary has set aside adequate reserves in accordance with GAAP, (viiiiv) the Company and its Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid, (v) neither Parent the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than such an agreement or arrangement solely exclusively between or among members of a group the common parent of which is Parent Company and its Subsidiaries or any customary commercial agreements or arrangements not primarily related to Taxes and agreement entered into in the ordinary course of businessbusiness not primarily related to Taxes) or and (vi) neither the Company nor any of its Subsidiaries has any liability for the Taxes of any person (Person other than Parent or any of the Company and its Subsidiaries) under Subsidiaries pursuant to Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), law) as transferee, a transferee or successor, or otherwise by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course operation of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronic Arts Inc.), Agreement and Plan of Merger (Glu Mobile Inc)
Tax Matters. (a) Except as Each of Company and its Subsidiary has not had and would not reasonably be expected to have, individually or in filed with the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) appropriate governmental agencies all Tax Returns required to be filed by any of them (as defined herein), and all such Tax Returns are complete has paid in full or contested in good faith or made adequate provision for the payment of, Taxes (as defined herein) due and accurate, owing (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return) for all Tax periods ending on or prior to the date hereof. All such Tax Returns were correct and complete in all material respects and have been prepared in substantial compliance with all applicable laws and regulations. The provisions for Taxes set forth on the Company Balance Sheet included in the Company Financial Statements reflect and include adequate provisions for the payment in full of any and all Taxes for which each of Company and its Subsidiary is liable, whether to any governmental entity or to other persons (as, for example, under tax allocation agreements), (iii) there are no currently effective waivers not yet due for any and all periods up to and including the date of any statute such Company Balance Sheet; and all Taxes for periods beginning thereafter through the Closing Date have been, or will be, paid when due or adequately reserved against on the books of limitations Company and its Subsidiary. Each of Company and its Subsidiary has duly withheld all material payroll Taxes, FICA and other federal, state and local Taxes and other items required to be withheld by it from employee wages or otherwise with respect to Taxes any amounts paid to any employee, independent contractor, creditor, stockholder, or extensions of time other third party, and has duly deposited the same in trust for or paid over to the proper taxing authorities and all IRS Forms W-2 and 1099s required to be filed with respect to a Tax thereto have been properly completed and timely filed. Neither Company nor its Subsidiary has executed or filed with any taxing authority any currently effective agreement extending the periods for the assessment or deficiencycollection of any Taxes. Except as set forth in Schedule 2.14, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect neither of Taxes or Tax matters of Parent or any of Company nor its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries Subsidiary is a party to any agreement pending action or arrangement relating proceeding by any governmental authority for the assessment or collection of Taxes and, to Company’s Knowledge, there is no threatened action or proceeding by any governmental authority for the apportionmentassessment or collection of Taxes from or against Company or its Subsidiary. Except as set forth in Schedule 2.14, sharingsince December 31, assignment 2000, the United States federal income Tax Returns of Company and its Subsidiary have not been audited by the Internal Revenue Service (the “IRS”) nor has any state, local or other taxing authority audited any Tax Returns (as hereinafter defined) of Company and/or its Subsidiary. Except as set forth in Schedule 2.14, there is no material tax dispute or claim concerning the Tax liability of Company or its Subsidiary either (a) raised or claimed by any taxing authority in writing, or (b) as to which Company has Knowledge. Schedule 2.14 lists all federal, state, local, and foreign Tax Returns filed with respect to Company and its Subsidiary for taxable periods ending on or after December 31, 2000, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of an audit. There is no tax lien, whether imposed by any Federal, state, county, local or foreign taxing authority, outstanding against the Assets, properties or Business of Company or its Subsidiary. Company is not a party to any tax sharing or allocation agreement. Neither Company nor its Subsidiary has been a member of any an affiliated group filing a consolidated Federal income Tax or Tax asset Return (other than an agreement affiliated group of which Company is or arrangement solely among members of a group was the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of businessparent) or has any liability for Taxes of any another person (other than Parent any other member of an affiliated group of which Company is or any of its Subsidiarieswas the common parent) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Lawlaw), as transferee, a transferee or successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) contract or otherwise. Except as set forth on Schedule 2.14, no claim has been made by any taxing authority in a jurisdiction where Company or its Subsidiary does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. Neither Company nor its Subsidiary has been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii). Company and its Subsidiary (ixi) neither Parent have not made any payments; (ii) are not obligated to make any payments; nor any of its Subsidiaries is bound with respect (iii) are a party to any current or agreement that under certain circumstances could obligate them to make any future taxable period by any closing agreement payments that will not be deductible under Section 280G of the Code. Neither Company nor its Subsidiary has been the “distributing corporation” (within the meaning of Section 355(a)(1) of the Code) or the “controlled corporation” (within the meaning of Section 355(a)(1) of the Code) within the two-year period ending as of the date of this Agreement. Company and its Subsidiary have disclosed to the IRS on the appropriate Tax Returns any transaction listed in Treasury Regulation Section 1.6011-4(b) (“Reportable Transaction”) in which Company or its Subsidiary has participated. Company and its Subsidiary have retained all documents and other records pertaining to any Reportable Transaction in which they have participated, including documents and other records listed in Treasury Regulation Section 1.6011-4(g) and any other documents or other records which are related to any Reportable Transaction in which Company or its Subsidiary have participated but not listed in Treasury Regulation Section 1.6011-4(g). Neither Company nor its Subsidiary will be required to include any material item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in accounting method for a taxable period ending on or prior to the Closing Date under Section 481(a) of the Code (or any corresponding provision of state, local or foreign income Tax law); (B) “closing agreement” as described in Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent Code (or any corresponding provision of its Subsidiaries following state, local or foreign income Tax law); (C) installment sale or open transaction disposition made on or prior to the ClosingClosing Date; or (D) prepaid amount received on or prior to the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mossimo Inc), Agreement and Plan of Merger (Iconix Brand Group, Inc.)
Tax Matters. (a) Except as Company and each Company Subsidiary has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, duly filed when due (including applicable extensions granted without penalty) (i) Parent all material federal and each of its Subsidiaries have prepared state tax returns and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them reports, and all such Tax Returns are complete and accurate, (ii) Parent all material returns and each reports of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations other Governmental Entities having jurisdiction with respect to Taxes or extensions of time with respect to a Tax assessment or deficiencytaxes imposed upon the income, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paidproperties, (v) there are no auditsrevenues, examinations, investigations operations or other proceedings pending assets of Company or threatened such Company Subsidiary. Such returns or reports are true, complete and correct in writing all material respects. Company and each Company Subsidiary has paid all taxes and other governmental charges including all applicable interest and penalties set forth in respect of Taxes such returns or Tax matters of Parent or any of its Subsidiaries, reports. (vib) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there There are no Liens for Taxes on any of the assets of Parent Company or any of its Subsidiaries Company Subsidiary relating to or attributable to any taxes (other than statutory Liens for Taxes taxes not yet due and payable). All material federal, (viii) neither Parent state and local taxes and other material governmental charges payable by Company or any Company Subsidiary have been paid or have been adequately accrued or reserved for on such entity's books in accordance with GAAP and banking regulations applied on a consistent basis. Until the Effective Time, Company and each Company Subsidiary shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles and banking regulations applied on a consistent basis. Neither Company nor any of its Subsidiaries is a party to Company Subsidiary has received any agreement or arrangement relating written, or, to the apportionmentKnowledge of Company, sharing, assignment unwritten notice of a tax deficiency or allocation assessment of additional taxes of any Tax kind and, to the Knowledge of Company, there is no threatened claim against Company or Tax asset any Company Subsidiary or any basis for any such claim, for payment of any additional federal, state or local taxes for any period prior to the date of this Agreement in excess of the accruals or reserves provided therefor in the most recent audited financial statements provided by Company to Purchaser. (other than an agreement c) Neither Company nor any Company Subsidiary has constituted a "distributing corporation" or arrangement solely among members a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a group the common parent "plan" or "series of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement transactions" (within the meaning of Section 7121 355(e) of the Code)) that includes the Merger. (d) Proper and accurate amounts have been withheld by Company and each Company Subsidiary from its employees for all periods in compliance in all material respects with the tax withholding provisions of applicable federal, private letter rulingstate and local tax laws. All material federal, technical advice or other ruling or written agreement state and local tax returns have been filed by Company and each Company Subsidiary for all periods for which returns were due with a Governmental Entityrespect to withholding, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.social security 21
Appears in 2 contracts
Samples: Plan of Acquisition Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/), Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/)
Tax Matters. (a) Except as has not had set forth on Schedule 3.13: the Issuer, each Subsidiary and each Affiliated Group have filed all Tax Returns which they are required to have filed under Applicable Law, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and ; all such Tax Returns are complete and accuratecorrect in all material respects and have been prepared in compliance with Applicable Law; the Issuer, (ii) Parent each Subsidiary and each of its Subsidiaries Affiliated Group in all material respects have timely paid all Taxes that due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) in all material respects and have withheld and paid by any of them or that Parent or any of its Subsidiaries over to the appropriate taxing authority all Taxes which they are obligated required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each caseparty; neither the Issuer, whether or not shown on any Tax Return), (iii) there are no currently effective waivers Subsidiary nor any Affiliated Group have outstanding any waiver of any statute of limitations with respect to any material Taxes or extensions of agreement to extend the time with respect to a any material Tax assessment or deficiency; to the extent required by GAAP, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens the accrual for Taxes on any the Latest Balance Sheet would be adequate to pay all Tax liabilities of the assets of Parent or any of Issuer and its Subsidiaries other than statutory Liens for Taxes not yet due if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and payableTax income); since the date of the Latest Balance Sheet, (viii) neither Parent the Issuer nor any of its Subsidiaries is a party to have incurred any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (material liability for Taxes other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) ; the federal income Tax Returns of the Issuer and its Subsidiaries have been audited and closed for all tax years through 1998; to the knowledge of the Issuer or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (, no foreign, federal, state or any analogous local tax audits or similar provision of state, local administrative or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) judicial proceedings are pending or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound being conducted with respect to the Issuer, any current Subsidiary or any future taxable period Affiliated Group; except with respect to such audits or proceedings, to the knowledge of the Issuer or its Subsidiaries, no information related to Tax matters has been requested by any closing agreement (within the meaning of Section 7121 of the Code)foreign, private letter rulingfederal, technical advice state or local taxing authority and no written notice indicating an intent to open an audit or other ruling review has been received by the Issuer from any foreign, federal, state or written agreement with a Governmental Entitylocal taxing authority; and there are no material unresolved questions or claims raised by any such taxing authority concerning the Issuer's, in each case, that could reasonably be expected to affect the liability for Taxes of Parent any Subsidiary's or any of its Subsidiaries following the ClosingAffiliated Group Tax liability.
Appears in 2 contracts
Samples: Securities Purchase Agreement (United Shipping & Technology Inc), Securities Purchase Agreement (United Shipping & Technology Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectset forth on Schedule 3.22, (i) Parent each Company, each Subsidiary and each of its Subsidiaries Seller have prepared and timely filed (taking into account any valid extension of time within which or caused to filebe filed) in a timely manner, all Tax Returns federal, state, local and foreign returns, reports, statements and forms required to be filed by any of them under the Code, the PR Code or applicable state, local or foreign tax laws (the "Tax Returns") and all such Tax Returns are true, complete and accurate, correct in all material respects; (ii) Parent each Company and each Subsidiary (and Canadian Seller) have paid (or the Seller Group of its Subsidiaries have timely paid which such entity is or was a member has paid) all Taxes that have been incurred or are required due and for which each Company and each Subsidiary (and Canadian Seller) could be liable whether to be paid by any of them taxing authorities or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), parties; (iii) there are is no currently effective waivers outstanding agreement, waiver or consent providing for an extension of any statute the statutory period of limitations with respect to any Taxes or extensions Tax Returns of time any Company or any Subsidiary (and Canadian Seller) and no power of attorney granted by any Company or any Subsidiary or any Seller Group with respect to a Tax assessment or deficiency, any tax matter is currently in force; (iv) all assessments no tax liens (except for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens liens for Taxes not yet due due) have been filed and payablethere is no action, suit, proceeding, investigation, audit or claim now pending against any Company or any Subsidiary (viiior Canadian Seller) neither Parent nor any of its Subsidiaries is a party with respect to any agreement Tax, or arrangement relating with respect to the apportionment, sharing, assignment or allocation of which any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent Company or any of its SubsidiariesSubsidiary (or Canadian Seller) could be severally liable under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of comparable state, local or foreign Tax Law)tax provisions; (v) each Company and each Subsidiary (and Canadian Seller) has complied with all applicable laws, as transferee, successor, by Contract (other than commercial Contracts not primarily related rules and regulations relating to the payment and withholding of Taxes and entered into is not liable for any Taxes for failure to comply with such laws, rules and regulations, (vi) no Company or Subsidiary is a party to or is otherwise bound by any agreement or understanding providing for the allocation or sharing of Taxes or has any obligation or liability under any such agreement or understanding to which it was once a party or otherwise bound; (vii) no Company or Subsidiary is required to include in income any adjustment pursuant to Section 481(a) of the ordinary course Code by reason of businessa voluntary change in accounting method initiated by such Company or such Subsidiary and to the Knowledge of Sellers, the Internal Revenue Service has not proposed any such adjustment or change in accounting method; (viii) no Company or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound Subsidiary has filed with respect to any current item a disclosure statement pursuant to Section 6662 of the Code or any future taxable period by comparable disclosure with respect to foreign, state and/or local tax statutes for any closing tax year ended after December 31, 1995; (ix) no Company or Subsidiary has filed any agreement or consent under Section 341(f) of the Code; and (x) no property of any Transferred Company organized in the United States is "tax-exempt use property" within the meaning of Section 7121 168(h) of the Code)Code nor property that Buyer will be required to treat as being owned by another person pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954, private letter ruling, technical advice or other ruling or written agreement as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986. Schedule 3.22 contains a list of any federal income tax audits of USI that were concluded by the Internal Revenue Service with a Governmental Entity, in each case, that could reasonably be expected respect to affect the liability for Taxes of Parent any Transferred Company within three years of the date of this Agreement. US Seller is not a "foreign person" within the meaning of Section 1445(b)(2) of the Code and will furnish an affidavit of this status substantially in the form of Exhibit E. None of the Purchased Assets are located in either (A) Ontario and subject to Ontario Retail Sales Act or any (B) British Columbia and subject to British Columbia Social Service Tax. Canadian Seller is not a non-resident of Canada for purposes of the Income Tax Act (Canada). Canadian Seller is registered within the meaning of Part IX of the Excise Tax Act (Canada) and Chapter VIII of An Act Representing the Quebec Sales Tax and its Subsidiaries following the Closingregistration numbers are as follows: Federal Business Number 125343822 and Quebec Business Number (NEQ) 1144025427 and MRQ Identification Number 1003856662 TQ0001.*
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Hubbell Inc), Stock and Asset Purchase Agreement (Us Industries Inc /De)
Tax Matters. 5.22.1 (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all All material Tax Returns required to be filed by any or on behalf of them the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete and accurate, in all material respects; (iib) Parent and all material Taxes of each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party Acquired Company (in each case, whether or not shown reflected on any Tax Return)) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (iiic) there are no currently effective waivers of any statute statutes of limitations limitation have been given or requested with respect to Taxes any Acquired Company in connection with any material Tax Returns covering such Acquired Company or extensions of time with respect to a Tax assessment or deficiency, any Taxes payable by it; (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vid) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Governmental Authority in a jurisdiction where Parent or any of its Subsidiaries an Acquired Company does not file Tax Returns of has made a certain type claim, assertion or threat to such Acquired Company that Parent or any of its Subsidiaries such Acquired Company is or may be subject to taxation of by such type jurisdiction; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to file Tax Returns of such type in that jurisdictionbe so collected or withheld and paid over for all periods under all applicable Laws, (viiexcept where the failure to so collect or withhold would not have a Material Adverse Effect(f) there are no Liens for with respect to Taxes on any of the Acquired Company’s property or assets of Parent or any of its Subsidiaries other than statutory Liens Permitted Liens; (g) there are no Tax rulings, requests for Taxes not yet due and payablerulings, (viii) neither Parent nor any of its Subsidiaries is a party or closing agreements relating to any agreement Acquired Company for any period (or arrangement relating portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquired Company made by a Governmental Authority in any examination that such Acquired Company is required to report to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of appropriate state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwisetaxing authorities has been reported, and (ix) neither Parent nor any of its Subsidiaries is bound additional Taxes due with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingthereto have been paid.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Metaphor Corp.), Sale and Purchase Agreement (Metaphor Corp.)
Tax Matters. (a) Except as has not had Seller, ODM and would not reasonably be expected OTC have heretofore delivered to havePurchaser true, individually or complete and correct copies of the Federal, state and local tax returns filed by Seller for the year ended February 28, 1997, and in the aggregatecase of ODM, a Parent Material Adverse Effectall returns or statements required by the Mexican Federal, state and local governmental authorities, for the two (i2) Parent taxable years of ODM ended December 31, 1995 and each 1996, any statement of its Subsidiaries audit adjustments applicable thereto and all Federal, state and local returns (and the Mexican equivalent thereof) of estimated taxes filed during 1996 and 1997. Seller and ODM have prepared duly and timely filed all federal, state, local and other tax and information returns (taking into account any valid extension of time within which to fileand the Mexican equivalent thereof) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing with regard to any employeeincome, creditorsales, stockholders use, gross receipts, property, employment and other taxes, charges, levies or third party (other assessments related to the Business, the Acquired Assets and/or ODM's assets, and have duly paid in each case, full or made adequate provision for all taxes and other charges shown as due on such returns or which otherwise have been accrued or have become due prior to the date hereof whether or not shown on any Tax Return), (iii) there are no currently effective waivers such return. Neither Seller nor ODM have received any written notice of any statute of limitations claim or claims for additional taxes which are claimed to be due from it by any Federal, state or local taxing authority in the United States or Mexico, or foreign taxing authorities in connection with such reports or returns or with respect to Taxes the organization or extensions operation of time with respect Seller's or ODM's business. Seller has not filed any "S" Corporation or other consents or elections under the Code, other than such consents and elections, if any, reflected in the tax reports and returns furnished to a Tax assessment Purchaser. There are no liens for Federal, state or deficiencylocal taxes in the United States or Mexico, (iv) all or foreign taxes, assessments or government charges or levies upon any of either Seller's or ODM's properties or assets. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any income tax or other return of Seller or ODM for Taxes due with respect to completed any period and settled examinations or any concluded litigation have been fully paid, (v) there are not, nor have there been, any audits of Seller or ODM by any Federal, state or local governmental tax authority in the United States or Mexico and no audits, examinations, investigations or other proceedings pending or threatened in writing in respect notice of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim audit has been made in writing or, to Parent’s knowledge, otherwise, received by a Taxing Authority in a jurisdiction where Parent either Seller or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingODM.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Oryx Technology Corp), Asset Purchase Agreement (Oryx Technology Corp)
Tax Matters. (a) Except as has not had and would not reasonably be expected to haveSeller, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and Affiliates has timely filed (taking into account any valid extension of time within which to fileapplicable extensions) all applicable Tax Returns required and reports for all years and periods for which such returns and reports were due to be filed by any it prior to the Closing Date. Each of them and all such Tax Returns are complete as filed was correct and accurate, (ii) Parent complete. Seller and each of its Subsidiaries have Affiliates has not been and is not currently the subject of an audit, other examination, matter in controversy, proposed adjustment, refund litigation or other proceeding with respect to Taxes by the Tax authorities of any nation, province, state or locality or other governmental authority, nor has Seller or any of its Affiliates received any notices from any Tax authority relating to any such issue or potential issue. There are no liens for Taxes upon the Assets or properties of Seller, any of its Affiliates or the Business except for statutory liens for current Taxes not yet due. Neither Seller nor any of its Affiliates has, as of the date hereof, entered into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes. Seller and each of its Affiliates has timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any and Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing liabilities in respect of Taxes or Tax matters of Parent or any periods prior to the date hereof and has accrued on its financial statement an amount necessary to pay in full all unpaid Taxes. Seller and each of its SubsidiariesAffiliates has complied with all applicable Tax Laws. Seller is, and has been since its formation, a C corporation for federal and state income tax purposes. For purposes of this Agreement, (vii) no claim has been made in writing or“Tax” or “Taxes” means any federal, to Parent’s knowledgestate, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of stateprovincial, local or foreign Tax Lawincome, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security (or similar), as transfereeunemployment, successordisability, by Contract (real property, personal property, sales, use, transfer, registration, value added, alternative minimum or other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course tax of business) any kind whatsoever, including without limitation, any interest, penalty or otherwiseaddition thereto, whether disputed or not, and (ixii) neither Parent nor “Tax Return” means any of its Subsidiaries is bound with respect return, declaration, report, claim for refund or information return or statement relating to Taxes, including without limitation, any current schedule or attachment thereto, and including, without limitation, any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingamendment thereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Argo Digital Solutions Inc), Asset Purchase Agreement (rVue Holdings, Inc.)
Tax Matters. (a) i. Except as has not had set forth on the attached "TAXES SCHEDULE": the Company, each Subsidiary and each Affiliated Group have filed all Tax Returns which they are required to file under applicable laws and regulations except to the extent that the failure to file would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and ; all such Tax Returns are complete and accuratecorrect in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects; the Company, (ii) Parent each Subsidiary and to the Company`s knowledge each of its Subsidiaries Affiliated Group in all material respects have timely paid all Taxes that due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid by any of them or that Parent or any of its Subsidiaries over to the appropriate taxing authority all Taxes which they are obligated required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each caseparty; neither the Company, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any material Taxes or extensions agreed to any extension of time with respect to a any material Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens ; the accrual for Taxes on any the Latest Balance Sheet would be adequate to pay all Tax liabilities of the assets of Parent or any of Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any material liability for Taxes other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes ; the assessment of any person additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group is not expected to exceed the recorded liability therefor on the Latest Balance Sheet in any material respect (other than Parent or excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes the Company and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound have been audited and closed for all tax years through 1998; no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company, any current Subsidiary or any future taxable period Affiliated Group, no information related to Tax matters has been requested by any closing agreement (within the meaning of Section 7121 of the Code)foreign, private letter rulingfederal, technical advice state or local taxing authority and no written notice indicating an intent to open an audit or other ruling review has been received by the Company from any foreign, federal, state or written agreement with a Governmental Entitylocal taxing authority; and to the Company's knowledge there are no material unresolved questions or claims concerning the Company's, in each case, that could reasonably be expected to affect the liability for Taxes of Parent any Subsidiary's or any of its Subsidiaries following the ClosingAffiliated Group Tax liability.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Corechange Inc), Purchase Agreement (Corechange Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or set forth in the aggregateSunrise Financial Statements, a Parent Material Adverse Effectthe Sunrise Disclosure Letter, or the STC SEC Documents, (i) Parent Sunrise and each of its Subsidiaries subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) with the appropriate taxing authorities all material Tax Returns required to be filed by through the date hereof and will timely file any of them such material Tax Returns required to be filed on or prior to the Closing Date (except those under valid extension) and all such Tax Returns are complete and accuratewill be true and correct in all material respects, (ii) Parent all Taxes of Sunrise and each of its Subsidiaries subsidiaries shown to be due on the Tax Returns described in clause (i) above have been or will be timely paid all or adequately reserved for in accordance with GAAP (except to the extent such Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (being contested in each case, whether or not shown on any Tax Returngood faith), (iii) there are no currently effective waivers material deficiencies for any Taxes have been proposed, asserted, or assessed against Sunrise or any of its subsidiaries that have not been fully paid or adequately provided for in the appropriate financial statements of Sunrise and its subsidiaries, and no power of attorney in respect of any statute of limitations Taxes has been executed or filed with respect any taxing authority and no material issues relating to Taxes have been raised in writing by any Governmental Entity during any presently pending audit or extensions of time with respect to a Tax assessment or deficiencyexamination, (iv) all assessments for Taxes due with Sunrise and its subsidiaries are not now subject to audit by any taxing authority and no waivers of statutes of limitation in respect to completed and settled examinations of the Tax Returns have been given by or requested in writing from Sunrise or any concluded litigation have been fully paidof its subsidiaries, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens material liens for Taxes on any of the assets of Parent or any of its Subsidiaries (other than statutory Liens for Taxes not yet due and payable) on any assets of Sunrise or any of its subsidiaries, (vi) neither Sunrise nor any of its subsidiaries is a party to or bound by (nor will any of them become a party to or bound by) any tax indemnity, tax sharing, tax allocation agreement, or similar agreement, arrangement, or practice in respect of Taxes, (vii) neither Sunrise nor any of its subsidiaries has ever been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code, other than the affiliated group of which Sunrise is the common parent, (viii) neither Parent Sunrise nor any of its Subsidiaries is subsidiaries has filed a party consent pursuant to the collapsible corporation provisions of Section 341(f) of the Code (or any corresponding provision of state or local Law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provisions of state or local Law) apply to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation disposition of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent owned by Sunrise or any of its Subsidiariessubsidiaries, as the case may be, (ix) neither Sunrise nor any of its subsidiaries has agreed to make, nor is any required to make, any adjustment under Treasury Regulation Section 1.1502-6 (481(a) of the Code or any analogous or similar provision of state, local local, or foreign Tax Law), as transferee, successor, Law by Contract (other than commercial Contracts not primarily related to Taxes and entered into reason of a change in the ordinary course of business) accounting method or otherwise, (x) Sunrise and its subsidiaries have complied in all material respects with all applicable Laws relating to withholding of Taxes, and (ixxi) neither Parent nor no property owned by Sunrise or any of its Subsidiaries subsidiaries (A) is bound with respect property required to any current or any future taxable period be treated as being owned by any closing agreement another person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986; (B) constitutes "tax exempt use property" within the meaning of Section 7121 168(h)(l) of the Code), private letter ruling, technical advice ; or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect (C) is tax exempt bond financed property within the liability for Taxes meaning of Parent or any Section 168(g) of its Subsidiaries following the ClosingCode.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (STC Broadcasting Inc), Agreement and Plan of Merger (Lin Tv Corp)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its the Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent determined without regard to extensions). The Company and each of its the Subsidiaries have timely paid all Taxes that are owed (whether or not shown, or required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employeeshown, creditor, stockholders or third party (in each case, whether or not shown on any Tax ReturnReturns). The Company and each of the Subsidiaries have timely withheld and paid all Taxes required to have been withheld and paid. All Tax Returns filed by the Company and the Subsidiaries were complete and correct in all material respects, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of the Company and the Subsidiaries and any other information required to be shown thereon. Neither the Company nor any of the Subsidiaries has engaged in any transaction that could give rise to (i) a reporting obligation under Section 6111 of the Code or the regulations thereunder; (ii) a list maintenance obligation under Section 6112 of the Code or the regulations thereunder; (iii) there are no currently effective waivers a disclosure obligation of any statute a “reportable transaction” under Section 6011 of limitations with respect to Taxes the Code and the regulations thereunder; or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations any similar obligation under any predecessor or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations successor Law or other proceedings pending regulation or threatened in writing in respect comparable provision of Taxes state or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on local Law. Neither the Company nor any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is has taken a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of position on any Tax or Return that could give rise to a substantial understatement of Tax asset (other than an agreement or arrangement solely among members within the meaning of a group Section 6662 of the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to . There are no Liens for Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor upon any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent Company’s or any of its Subsidiaries following the ClosingSubsidiaries’ assets, other than (i) a Lien for Taxes that arises out of Taxes not in default and payable without penalty or interest or (ii) a Lien for Taxes the validity of which Taxes is being contested in good faith by appropriate proceedings and which contest is disclosed on Schedule 3.25(a).
Appears in 2 contracts
Samples: Recapitalization and Exchange Agreement, Recapitalization and Exchange Agreement (Installed Building Products, Inc.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, set forth on Schedule 3.8: (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns that are required to be filed by any of them and Seller Group have been, or will be, timely filed in accordance with all such Tax Returns are complete and accurate, applicable Laws; (ii) Parent and each of its Subsidiaries have Seller Group has timely paid all Taxes that are required with respect to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, the Business whether or not shown on any such Tax Return), Returns; (iii) there are no currently effective waivers of any statute of limitations the Tax Returns with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, the Business that have been filed are correct and complete in all material respects; (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes any Tax on any of the assets of Parent or any of its Subsidiaries other than statutory Liens Assets, except for Taxes not yet due and payable; (v) Seller Group has withheld or will withhold, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement duly and timely, and has paid over or arrangement relating will timely pay over to the apportionmentappropriate taxing authorities, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related all amounts required to Taxes be so withheld and entered into in the ordinary course of business) or has any liability paid over for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound all periods with respect to the Business prior to Closing under all applicable Laws; and (vi) Seller Group has collected all sales and use Taxes with respect to the Business required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate taxing authority, or has been furnished properly completed exemption certificates and has maintained all such records and supporting documents in the manner required by applicable Law. There are no audits, suits, actions, claims, investigations, inquiries, or proceedings pending or, to Seller’s knowledge, threatened against Seller Group with respect to Taxes, interest, penalties, governmental charges, duties, or fines with respect to the Business, nor are any current or such matters under discussion with any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, nor have any claims for additional taxes, interest, penalties, charges, fines, fees, or duties with respect to the Business been received by or assessed against Seller Group that in each case, that could reasonably be expected to any such case affect the liability for Taxes Assets. Notwithstanding anything contained herein to the contrary, any Property Tax assessment (whenever such assessment is enacted) due and payable on the day of Parent or any of its Subsidiaries following the ClosingClosing Date shall be the responsibility of Purchaser and any Property Tax assessment payable prior to the Closing Date shall be the responsibility of Seller Group but for only such time that the Seller Group is the owner of such property.
Appears in 2 contracts
Samples: Assumption and First Amended Asset Purchase Agreement, Assumption and First Amended Asset Purchase Agreement (Frischs Restaurants Inc)
Tax Matters. (a) Except as has not had Between the date hereof and would not reasonably the Closing Date, the Company shall file or cause to be expected to have, individually or in the aggregate, filed on a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) basis all Tax Returns that are required to be filed by it or by any of them the other Acquired Corporations, either separately or as part of an affiliated group of corporations, pursuant to the Laws of each Governmental Authority with taxing power over it or any of the other Acquired Corporations or any of the Acquired Corporations' assets and all businesses. Each of such Tax Returns are will be true, correct and complete in all material respects when filed. Neither the Company nor any Acquired Corporation shall make any election or file any amended Tax Return reflecting any position that could result in a material adverse Tax consequence to Veeco, Acquisition or the Company or any Acquired Corporation for any period beginning on or after the Effective Time. All transfer, documentary, gross receipts, sales, use and accurateproperty gains Taxes, (ii) Parent and each liabilities similar in nature, imposed or payable on the sale or transfer of its Subsidiaries have timely paid all Taxes that are required the Acquired Corporations' business pursuant to this Merger Agreement or the consummation of any of the transactions contemplated hereby shall be paid by any the Company. The Company shall timely file all required transfer Tax Returns and/or notices of them or that Parent the transfer of the Acquired Corporations' business with the appropriate Governmental Authority. Veeco shall cooperate with the Company in connection with the matters contemplated by this Section 5.10(a), which cooperation shall include, without limitation, providing information and executing and delivering documents, in connection with the Company's or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Returnthe Acquired Corporations' obligations under this Section 5.10(a), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 2 contracts
Samples: Affiliates Agreement (Veeco Instruments Inc), Affiliates Agreement (Veeco Instruments Inc)
Tax Matters. (a) Except as Each of the Company and its Subsidiary has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns tax returns required to be filed by any of them it (and all such Tax Returns returns are true, complete and accuratecorrect in all material respects), (ii) Parent and each of its Subsidiaries have has paid in full on a timely paid basis all Taxes that are required imposed under any laws or by any relevant taxing authority that are due and payable and has made adequate provision in the financial statements referred to above for the payment of all Taxes not then due and payable including all Taxes shown to be paid payable on the returns or on subsequent assessments with respect thereto and no other Taxes are payable by any of them the Company or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations Subsidiary with respect to the items or time periods covered by the returns. Each of the Company and its Subsidiary has made adequate and timely payment of instalments of the Taxes for the taxation period ending on or extensions of time with immediately before the Expiry Time. With respect to a Tax assessment any taxation period up to and including the Expiry Time for which tax returns have not yet been filed or deficiency, (iv) all assessments for which Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) each of the Company and its Subsidiary, has only incurred liabilities for Taxes in the ordinary course of its business consistent with past practice. Except as disclosed in the Data Room Materials, there are no outstanding waivers of any limitation periods or agreements providing for an extension of time for the filing of any tax return or the payment of any Taxes. No deficiencies exist or have been asserted with respect to Taxes of the Company or its Subsidiary, neither Parent the Company nor any of its Subsidiaries Subsidiary is a party to any agreement action or arrangement relating to the apportionmentproceeding or assessment or collection of Taxes, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or nor has any liability for Taxes of any person (other than Parent such event been asserted or threatened against the Company nor its Subsidiary or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision their respective assets and, to the best of state, local or foreign Tax Law)the Company’s knowledge, as transfereeof the date of this Agreement none of the Company or its Subsidiary is subject to any assessments, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) penalties or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound levies with respect to Taxes that will result in any current liability on its part in respect of any period ending on or any future taxable period by any closing agreement (within before the meaning of Section 7121 Expiry Time in excess of the Code)amount provided for in the financial statements referred to above. Except as disclosed in the Data Room Materials on or prior to the date of this Agreement, private letter rulingto the knowledge of the Company and its Subsidiary, technical advice no audit, investigation, assessment or other ruling reassessment of Taxes is reasonably anticipated or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingimminent.
Appears in 2 contracts
Samples: Indemnity Agreement (Regalito Copper Corp), Indemnity Agreement (Regalito Copper Corp)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared Affiliates has made and timely filed (taking into account any valid extension of time within which to file) all United States federal income Tax Returns and all foreign income Tax Returns and all other material Tax Returns required to be filed by any of them it, and each such Tax Return has been prepared in material compliance with all applicable Laws, and all such Tax Returns are complete true and accurateaccurate in all material respects. Except and only to the extent that the Company or any of its Affiliates, (ii) Parent as the case may be, has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported Taxes, the Company and each of its Subsidiaries have Affiliates has timely paid all Taxes that are required shown or determined to be paid by any due on such Tax Returns, except those being contested in good faith, and the Company and each of them or that Parent its Affiliates has set aside on its books provision reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no unpaid Taxes of the Company or any of its Subsidiaries are obligated Affiliates in any material amount claimed to withhold from be due by the taxing authority of any jurisdiction, and, to the Knowledge of the Company, no basis for any such claim. The Company and each of its Affiliates has withheld and paid all Taxes to the appropriate Governmental Authority required to have been withheld and paid in connection with amounts paid or owing to any employeePerson. There is no Proceeding or Claim for refund now in progress, creditorpending or threatened against or with respect to the Company or any of its Affiliates, stockholders or third party (in each case, whether or not shown on regarding Taxes. Neither the Company nor any Tax Return), (iii) there are no currently effective waivers of its Affiliates has waived any statute of limitations with respect to Taxes or extensions agreed to any extension of time with respect to a Tax assessment or deficiency, (iv) all assessments in each case, that is still in effect, or has pending a request for any such extension or waiver. Neither the Company nor any of its Affiliates has entered into any “listed transaction” within the meaning of Treasury Regulations section 1.6011-4(b)(2). Neither the Company nor any of its Affiliates has liability for the Taxes due with respect to completed and settled examinations or of any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or person other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent than the Company or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) Affiliates under Treasury Regulation Section Regulations section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Lawlaw), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in . Neither the ordinary course of business) or otherwise, and (ix) neither Parent Company nor any of its Subsidiaries Affiliates is party to, bound by or has any obligation under any Tax allocation, Tax sharing, Tax indemnity or similar agreement, arrangement or understanding (other than any agreement, arrangement or understanding solely among the Company and its Affiliates). Neither the Company nor any of its Affiliates is currently subject to a section 382 limitation, as defined in section 382 of the Code, with respect to any current or any future taxable period by any closing agreement (within of its Tax attributes. The representation made in the meaning of Section 7121 previous sentence will be true immediately after the end of the CodeClosing Date. The aggregate amount of the net operating loss carryovers for United States federal income tax purposes of the Company and its Affiliates as of December 31, 2011 equals or exceeds $88,830,601 and as of December 31, 2012, as currently estimated in good faith by the Company (but subject to future adjustment), private letter rulingequals or exceeds $86,051,682, technical advice and Schedule 5.13 attached hereto sets forth the dates on which such net operating loss carryforwards expire. The aggregate amount of the net capital loss carryovers for United States federal income tax purposes of the Company and its Affiliates as of December 31, 2011 equals or other ruling exceeds $41,251,297 and as of December 31, 2012, as currently estimated in good faith by the Company (but subject to future adjustment), equals or written agreement with a Governmental Entityexceeds $58,892,311, in each case, that could reasonably be expected to affect and Schedule 5.13 attached hereto sets forth the liability for Taxes of Parent or any of its Subsidiaries following the Closingdates on which such net capital loss carryforwards expire.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Institutional Financial Markets, Inc.), Securities Purchase Agreement (Institutional Financial Markets, Inc.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared and timely subsidiary has filed (taking into account any valid extension of time within which to file) all Tax Returns which it is required to be filed by any of them and file under applicable laws; all such Tax Returns are complete true and accurate, (ii) Parent accurate and each of its Subsidiaries have timely has been prepared in compliance with all applicable laws; the Company has paid all Taxes that due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid by any of them or that Parent or any of its Subsidiaries are obligated over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each caseparties; and since December 31, whether or not shown on any Tax Return)1998, (iii) there are no currently effective waivers of any statute of limitations the charges, accruals and reserves for Taxes with respect to Taxes or extensions the Company (including any provisions for deferred income taxes) reflected on the books of time with respect the Company are adequate to a cover any Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect liabilities of Taxes or Tax matters of Parent or any of the Company if its Subsidiaries, (vi) no current tax year were treated as ending on the date hereof. No claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority taxing authority in a jurisdiction where Parent or any of its Subsidiaries the Company does not file Tax Returns of a certain type tax returns that Parent the Company or any of its Subsidiaries subsidiary is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction, (vii) there . There are no Liens for Taxes on foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to ss. 7121 of the assets of Parent Internal Revenue Code or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent predecessor provision thereof or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law)law; or (B) has not agreed to or is required to make any adjustments pursuant to ss. 481 (a) of the Internal Revenue Code or any similar provision of state, as transferee, successor, local or foreign law by Contract (other than commercial Contracts not primarily related to Taxes and entered into reason of a change in accounting method initiated by the ordinary course of business) Company or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with respect any taxing authority requesting permission for any changes in accounting methods that relate to any current the business or any future taxable period by any closing agreement (operations of the Company. The Company has not been a United States real property holding corporation within the meaning of Section 7121 ss. 897(c)(2) of the Internal Revenue Code during the applicable period specified in ss. 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election underss. 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. ss. 1.1502-6 (or comparable provisions of state, local or foreign law), private letter ruling(B) as a transferee or successor, technical advice (C) by contract or other ruling indemnity or written (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement with a Governmental Entity, in each case, that could reasonably obligate it to make any payments that would not be expected to affect deductible under ss. 280G of the liability for Taxes Internal Revenue Code. For purposes of Parent or any of its Subsidiaries following the Closing.this Section 4.14:
Appears in 2 contracts
Samples: Registration Rights Agreement (Medisys Technologies Inc), Credit Agreement (Geotec Thermal Generators Inc)
Tax Matters. (a) Except as Each of Acquisition Co. and its Acquisition Sub has not had and would not reasonably be expected to have, individually or in filed with the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) appropriate governmental agencies all material Tax Returns required to be filed by any of them (as defined herein), and all such Tax Returns are complete has paid in full or contested in good faith or made adequate provision for the payment of, material Taxes (as defined herein) due and accurate, owing (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return) for all Tax periods ending on or prior to the date hereof. All such Tax Returns were correct and complete in all material respects and have been prepared in substantial compliance with all applicable laws and regulations. The provisions for Taxes which will be set forth on the balance sheet included in the Acquisition Co.’s financial statements reflect and include adequate provisions for the payment in full of any and all material Taxes for which each of Acquisition Co. and its subsidiaries is liable, whether to any governmental entity or to other persons (as, for example, under tax allocation agreements), (iii) there are no currently effective waivers not yet due for any and all periods up to and including the date of any statute such Acquisition Co. balance sheet; and all Taxes for periods beginning thereafter through the Closing Date have been, or will be, paid when due or adequately reserved against on the books of limitations Acquisition Co. and its Acquisition Sub. Each of Acquisition Co. and its Acquisition Sub has duly withheld all material payroll Taxes, FICA and other federal, state and local Taxes and other items required to be withheld by it from employee wages or otherwise with respect to Taxes any amounts paid to any employee, independent contractor, creditor, stockholder, or extensions of time other third party, and has duly deposited the same in trust for or paid over to the proper taxing authorities and all IRS Forms W-2 and 1099s required to be filed with respect to a Tax thereto have been properly completed and timely filed. Neither Acquisition Co. nor its Acquisition Sub has executed or filed with any taxing authority any currently effective agreement extending the periods for the assessment or deficiencycollection of any Taxes. Except as set forth in Schedule 3.13, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect neither of Taxes or Tax matters of Parent or any of Acquisition Co. nor its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries Acquisition Sub is a party to any agreement pending action or arrangement relating proceeding by any governmental authority for the assessment or collection of Taxes and, to Acquisition Co.’s Knowledge, there is no threatened action or proceeding by any governmental authority for the apportionmentassessment or collection of Taxes from or against Acquisition Co. or its Acquisition Sub. Except as set forth in Schedule 3.13, sharingsince December 31, assignment 2000, the United States federal income Tax Returns of Acquisition Co. and its Acquisition Sub have not been audited by the IRS nor has any state, local or allocation of other taxing authority audited any Tax Returns of Acquisition Co. and/or its Acquisition Sub. Except as set forth in Schedule 3.13, there is no material tax dispute or claim concerning the Tax asset liability of Acquisition Co. or its Acquisition Sub either (a) raised or claimed by any taxing authority in writing, or (b) as to which Acquisition Co. has Knowledge. Neither Acquisition Co. nor its Acquisition Sub has been a member of an affiliated group filing a consolidated Federal income Tax Return (other than an agreement affiliated group of which Acquisition Co. is or arrangement solely among members of a group was the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of businessparent) or has any liability for Taxes of any another person (other than Parent any other member of an affiliated group of which Acquisition Co. is or any of its Subsidiarieswas the common parent) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Lawlaw), as transferee, a transferee or successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) contract or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period . No claim has been made by any closing agreement (taxing authority in a jurisdiction where Acquisition Co. or its Acquisition Sub does not file material Tax Returns that it is or may be subject to taxation in that jurisdiction. Neither Acquisition Co. nor its Acquisition Sub has been a “United States real property holding corporation” within the meaning of Code Section 7121 of 897(c)(2) during the Codeapplicable period specified in Code Section 897(c)(1)(A)(ii). Acquisition Co. and its Acquisition Sub have disclosed to the IRS on the appropriate Tax Returns any transaction listed in Treasury Regulation Section 1.6011-4(b) in which Acquisition Co. or its Acquisition Sub has participated. Acquisition Co. and its Acquisition Sub have retained all documents and other records pertaining to any Reportable Transaction in which they have participated, private letter ruling, technical advice including documents and other records listed in Treasury Regulation Section 1.6011-4(g) and any other documents or other ruling records which are related to any Reportable Transaction in which Acquisition Co. or written agreement with a Governmental Entity, its Acquisition Sub have participated but not listed in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingTreasury Regulation Section 1.6011-4(g).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Iconix Brand Group, Inc.), Agreement and Plan of Merger (Mossimo Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in disclosed on Section 2.13 of the aggregate, a Parent Material Adverse EffectCompany Disclosure Schedule, (i) Parent the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all income Tax Returns and other material Tax Returns required to be filed by any of them as of the date of this Agreement and all such Tax Returns tax returns are true, correct and complete and accuratein all material respects, (ii) Parent the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party it (in each case, whether or not shown on any Tax Return), except Taxes which have not yet accrued or otherwise become due or that are being contested in good faith by appropriate proceedings, (iii) as of the date of this Agreement there are not pending or, threatened in writing, any audits, examinations, investigations, claims, disputes, actions or other proceedings in respect of Taxes against the Company or any of its Subsidiaries and since January 1, 2003 no currently effective waivers claim for the assessment or collection of any statute Taxes has been asserted in writing against the Company or any of limitations its Subsidiaries that has not been settled with respect to Taxes or extensions of time with respect to a Tax assessment or deficiencyall amounts due having been paid, (iv) all assessments no officer responsible for Tax matters of the Company has personal knowledge that any authority will propose or assess any additional material Taxes due with respect to completed and settled examinations the Company or any concluded litigation have been fully paidSubsidiary (other than Taxes incurred in the ordinary course on income accruing after the date hereof), (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or neither the Company nor any of its Subsidiariesthe Subsidiaries are presently the beneficiary of any extension of time within which to file any Tax Return, (vi) no claim written claim, or written notice of claim, has been made in writing orsince January 1, to Parent’s knowledge, otherwise2003, by a Taxing Authority an authority in a jurisdiction where Parent the Company or any of its the Subsidiaries does do not file Tax Returns Returns, and no officer responsible for Tax matters of a certain type the Company has personal knowledge that Parent the Company or any of its the Subsidiaries is or may be subject to taxation by an authority in a jurisdiction where the Company or any of such type or required to the Subsidiaries do not file Tax Returns of such type in that jurisdictionReturns, (vii) there are no Liens liens for Taxes on (other than Permitted Liens) upon any of the assets of Parent the Company or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payablethe Subsidiaries, (viii) the Company and each of the Subsidiaries have delivered to Parent true, correct and complete copies of all Tax Returns, ruling requests, private letter rulings, closing agreements, settlement agreements, tax opinions, examination reports and statements of deficiencies filed or received since January 1, 2003, (ix) neither Parent the Company nor any of its the Subsidiaries have waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to any material Tax payment, assessment, deficiency or collection, (x) since January 1, 2003, neither the Company nor any of the Subsidiaries has been a member of an affiliated group of corporations within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return nor does the Company or any of the Subsidiaries have any liability for Taxes of any other Person under Treasury Regulations § 1.1502-6 (or any similar provision of foreign, state or local Law), other than the consolidated group of which the Company is currently the parent corporation, (xi) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, (xii) neither the Company nor any of the Subsidiaries is a party to any agreement Tax allocation, indemnity or sharing arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely agreements among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes Company and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its SubsidiariesSubsidiaries and other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which does not relate to Taxes), (xiii) the Company and each of the Subsidiaries has disclosed to the IRS all positions taken on their federal income Tax Returns which could give rise to a substantial understatement of Tax under Section 6662 of the Code and the Company and each of the Subsidiaries have not engaged in any transaction that could give rise to a disclosure obligation as a “listed transaction” under Section 6011 of the Code and Treasury Regulation Regulations promulgated thereunder during the four (4) year period ending on the date hereof, (xiv) neither the Company nor any of the Subsidiaries has any material income or gain reportable for a taxable period ending after the Closing Date but attributable to (A) a transaction occurring in, or (B) a change in accounting method made for, a taxable period beginning prior to the Closing Date which resulted in a deferred reporting of material income or gain from such transactions, a timing difference in the reporting of material income or gain between Tax and GAAP accounting methods or from such change in accounting method, (xv) neither the Company nor any of the Subsidiaries has distributed stock of another entity, and have not had its stock distributed by another entity, in a transaction that was purported or intended to be governed in whole or in part by Section 1.1502-6 355 or 361 of the Code, and (xvi) neither the Company nor any of the Subsidiaries are currently subject to a limitation pursuant to Section 382 or any analogous 383 of the Code or similar provision provisions of state, local or foreign Tax Law)law, as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement the “ownership change” (within the meaning of Section 7121 382 of the Code)Code or a similar concept under the relevant state, private letter ruling, technical advice local or other ruling or written agreement with a Governmental Entity, foreign law) which occurred in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing1997.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (American Capital Strategies LTD)
Tax Matters. (a) Except as There are no Taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign Taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits or other proceedings of any Tax Returns or reports by any applicable federal, state, local or foreign Governmental Entity and no such examinations, audits or proceedings have been threatened in writing. The Company has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared duly and timely filed (taking into account any valid extension of time within which to file) all federal, state, county, local and foreign Tax Returns required to be have been filed by any of them it and all such Tax Returns are true, correct and complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid in all Taxes that material respects. There are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are effect no currently effective waivers of any statute applicable statutes of limitations with respect to Taxes for any year. All material Taxes that the Company is required to withhold or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments collect for Taxes due with respect to completed and settled examinations or any concluded litigation payment have been fully paid, duly withheld and collected and paid to the proper Governmental Entity or third party when due (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no set aside for payment when due). No claim has ever been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority Governmental Entity in a jurisdiction where Parent or any of its Subsidiaries the Company does not file Tax Returns of a certain type that Parent or any of its Subsidiaries the Company is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction, (vii) there . There are no Liens liens for Taxes on any of the assets of Parent or any of its Subsidiaries (other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor upon any of the assets of the Company. The Company is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company has not distributed stock of another Person or has had its Subsidiaries is stock distributed by another Person in a party transaction that was purported or intended to be governed in whole or in part by Section 355 of Section 361 of the Code. The Company will not be required to include any agreement material item of income in, or arrangement relating exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the apportionment, sharing, assignment Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or allocation prior to the Closing; (iii) “closing agreement” as described in Section 7121 of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any analogous corresponding or similar provision of state, local or foreign non-U.S. Tax law) executed on or prior to the Closing; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law); (v) installment sale or open transaction disposition made prior to the Closing; or (vi) prepaid amount or deferred revenue received prior to the Closing. The Company (i) has not been a member of an affiliated group filing a consolidated, combined, or unitary federal, state, local, or non-U.S. income Tax Return (other than a group the common parent of which was Parent or the Company) or (ii) has any material liability for the Taxes of any Person (other than Parent or its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-U.S. Law), as transferee, a transferee or successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) contract, or otherwise, and (ix) neither Parent nor any of its Subsidiaries . The Company is bound with respect not a party to any current Tax sharing, allocation or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingsimilar agreement.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (TypTap Insurance Group, Inc.), Preferred Stock Purchase Agreement (HCI Group, Inc.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared and has timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and it; (ii) all such Tax Returns are complete and accurateaccurate in all material respects, (ii) Parent and each of its Subsidiaries have timely paid disclose all Taxes that are required to be paid by any of them or that Parent the Company or any of its Subsidiaries are obligated for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party party; (in each case, whether iv) neither the Company nor any of its Subsidiaries has waived or not shown on any Tax Return), (iii) there are no currently effective waivers of been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent the Company or any of its Subsidiaries, (vi) and no claim information related to Tax matters has been made in writing orrequested by any foreign, to Parent’s knowledgefederal, otherwise, by a Taxing Authority in a jurisdiction where Parent state or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, local taxing authority; (vii) there are no Liens for Taxes on any upon the assets or properties of the assets of Parent Company or any of its Subsidiaries other than statutory except Liens for relating to current Taxes not yet due and payable, due; (viii) neither Parent nor any of its Subsidiaries is a party to any agreement there are no material unresolved questions or arrangement relating to claims concerning the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent Company’s or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign ’ Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, liability; and (ix) neither Parent nor any of its Subsidiaries the Company is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingnot and has not been an S corporation.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Xstream Systems Inc), Series D Preferred Stock Purchase Agreement (Xstream Systems Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or disclosed in the aggregateSEC Reports, a Parent the Company and its Material Adverse Effect, Subsidiaries (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all foreign, federal and state income and all other material Tax Returns Returns, reports and declarations required to be filed by any of them and all such Tax Returns jurisdiction to which they are complete and accuratesubject, (ii) Parent and each of its Subsidiaries have timely paid all Taxes and other governmental assessments and charges that are required material in amount, shown or determined to be paid by any due on such Tax Returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of them or that Parent or any of the Company and its Subsidiaries are obligated to withhold from amounts owing to any employeeMaterial Subsidiaries, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), and (iii) there are no currently effective waivers have set aside on the books of any statute the Company and its Material Subsidiaries provisions reasonably adequate for the payment of limitations with respect all material Taxes for periods subsequent to the periods to which such returns, reports or declarations apply. No agreement as to indemnification for, contribution to, or payment of material Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations exists between the Company or any concluded litigation have been fully paidMaterial Subsidiary, (v) there are no auditson the one hand, examinationsand any other Person, investigations on the other, including pursuant to any Tax sharing agreement, purchase or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent sale agreement, partnership agreement or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does other agreement not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or . Except as disclosed in the SEC Reports, neither the Company nor any of its Material Subsidiaries has any material liability for Taxes of any person Person (other than Parent the Company or any of its Material Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of any state, local or foreign Tax Lawlaw), or as transferee, a transferee or successor, by Contract (contract or otherwise. Since the date of the Company’s most recent Financial Statements, the Company has not incurred any material liability for Taxes other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of businessbusiness consistent with past practice. Except as set forth in the SEC Reports, neither the Company nor the Material Subsidiaries has been advised (a) that any of its Tax Returns have been or otherwiseare being audited as of the date hereof, and or (ixb) neither Parent of any material deficiency in assessment or proposed judgment to its Taxes. Neither the Company nor any of its Material Subsidiaries has knowledge of any material Tax liability to be imposed upon its properties or assets as of the date of this Agreement that is bound with respect not adequately provided for. The Company has not distributed stock of another corporation, or has had its stock distributed by another corporation, in a transaction that was governed, or purported or intended to any current be governed, in whole or any future taxable period in part, by any closing agreement Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 7121 355(e) of the internal Revenue Code)) in conjunction with the purchase of the Shares. “Tax” or “Taxes” means any foreign, private letter rulingfederal, technical advice state or other ruling or written agreement with a Governmental Entitylocal income, in each casegross receipts, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.license, payroll, employment, excise,
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Neophotonics Corp)
Tax Matters. (ai) Except as has not had and would not reasonably be expected to have, individually or in set forth on the aggregate, a Parent Material Adverse Effect, (i) Parent attached "Taxes Schedule": the Company and each of its Subsidiaries Subsidiary have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns which they are required to be filed by any of them file under applicable laws and regulations; all such Tax Returns are complete and accuratecorrect in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects; the Company, (ii) Parent and each of its Subsidiaries Subsidiary have timely paid in all material respects all Taxes that due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid by any of them or that Parent or any of its Subsidiaries over to the appropriate taxing authority all Taxes which they are obligated required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each case, whether or not shown on party; neither the Company nor any Tax Return), (iii) there are no currently effective waivers of Subsidiary has waived any statute of limitations with respect to any Taxes or extensions agreed to any extension of time with respect to a any Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens ; the accrual for Taxes on any the Latest Balance Sheet would be adequate to pay all Tax liabilities of the assets of Parent or any of Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for Taxes other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes ; the assessment of any person additional Taxes for periods for which Tax Returns have been filed by the Company and each Subsidiary shall not exceed the recorded liability therefor on the Latest Balance Sheet (other than Parent excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (local tax audits or any analogous administrative or similar provision of state, local judicial proceedings are pending or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound being conducted with respect to any current the Company or any future taxable period Subsidiary, no information related to Tax matters has been requested by any closing agreement (within the meaning of Section 7121 of the Code)foreign, private letter rulingfederal, technical advice state or local taxing authority and no written notice indicating an intent to open an audit or other ruling review has been received by the Company from any foreign, federal, state or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect local taxing authority; and there are no material unresolved questions or claims raised or made by any taxing authority concerning the liability for Taxes of Parent Company's or any of its Subsidiaries following the ClosingSubsidiary's Tax liability.
Appears in 2 contracts
Samples: Purchase Agreement (Prudential Private Equity Investors Iii Lp), Purchase Agreement (Regent Assisted Living Inc)
Tax Matters. (a) 4.11.1. Except as has not had and would not reasonably be expected to haveset forth on the attached "Taxes Schedule": the Company, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent each Subsidiary and each of its Subsidiaries Affiliated Group have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns which they are required to be filed by any of them file under applicable laws and regulations; all such Tax Returns are complete and accuratecorrect in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects; the Company, (ii) Parent each Subsidiary and each of its Subsidiaries Affiliated Group in all material respects have timely paid all Taxes that due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid by any of them or that Parent or any of its Subsidiaries over to the appropriate taxing authority all Taxes which they are obligated required to withhold from amounts paid or owing to any employee, creditorstockholder, stockholders creditor or other third party (in each caseparty; neither the Company, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any Taxes or extensions agreed to any extension of time with respect to a any Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens ; the accrual for Taxes on any the Latest Balance Sheet would be adequate to pay all Tax liabilities of the assets of Parent or any of Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for Taxes other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes ; the assessment of any person additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (other than Parent or excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes the Company and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound have been audited and closed for all tax years through 1998; to the best of the Company's knowledge, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company, any current Subsidiary or any future taxable period Affiliated Group; no information related to Tax matters has been requested by any closing agreement (within the meaning of Section 7121 of the Code)foreign, private letter rulingfederal, technical advice state or local taxing authority; no written notice indicating an intent to open an audit or other ruling review has been received by the Company from any foreign, federal, state or written agreement with a Governmental Entitylocal taxing authority; and there are no material unresolved questions or claims concerning the Company's, in each case, that could reasonably be expected to affect the liability for Taxes of Parent any Subsidiary's or any of its Subsidiaries following the ClosingAffiliated Group Tax liability.
Appears in 2 contracts
Samples: Senior Subordinated Loan Agreement (Synagro Technologies Inc), Subordinated Loan Agreement (Synagro Technologies Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate, (ii) Parent accurate in all material respects. The Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown show on any a Tax Return), (iii) there are no currently effective waivers of any statute of limitations except with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments matters contested in good faith and for Taxes due with respect to completed and settled examinations or any concluded litigation which adequate reserves have been fully paidestablished in accordance with GAAP. All Tax Returns of the Company and each of its Subsidiaries for all periods ending on or before December 31, 2005, have been examined by the relevant taxing authority (v) there or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired). There are no pending or, to the knowledge of the Company, threatened in writing, audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Tax matters. There are no Liens for Taxes or Tax matters on any of Parent the assets of the Company or any of its SubsidiariesSubsidiaries other than the Company Permitted Liens. None of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law). The Company and each of its Subsidiaries have withheld and paid all amounts of Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Neither the Company nor any of its Subsidiaries is a party to or has any obligation under any Tax sharing, Tax indemnity or Tax allocation agreement or similar contract or arrangement. Neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulation 1.6011-4(b)(2). Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date, (viB) no closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) executed on or prior to the Closing Date, (C) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date. Neither the Company nor any of its Subsidiaries has operating losses or other tax attributes presently subject to limitation under Sections 279, 382, 383, or 384 of the Code, or the federal consolidated return regulations. No written claim has been made in writing or, to Parent’s knowledge, otherwise, within the previous five (5) years by a Taxing Authority taxing authority in a jurisdiction where Parent the Company or any of its Subsidiaries does not file Tax Returns of a certain type that Parent but where the Company or any of its Subsidiaries is or may be subject to taxation of such type or required to must file Tax Returns of such type in that jurisdictionReturns. Since January 1, (vii) there are no Liens for Taxes on any of 2003, neither the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent Company nor any of its Subsidiaries is has been a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation member of any Tax or Tax asset (other than an agreement or arrangement solely among members affiliated group of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (corporations within the meaning of Section 7121 1504 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect than the liability for Taxes affiliated group of Parent or any of its Subsidiaries following which the ClosingCompany is the common parent.
Appears in 2 contracts
Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, The Company: (i) Parent and each of its Subsidiaries have prepared and has timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes tax returns that are required to be have been filed by it with all appropriate federal, state, county and local governmental agencies (and all such returns fairly reflect the Company’s operations for tax purposes); (ii) has timely paid all taxes owed by any of them or that Parent or any of its Subsidiaries are it, including those for which it is obligated to withhold from amounts owing to any employeeemployee (including without limitation social security taxes), creditor, stockholders creditor or third party (other than taxes the validity of which are being contested in each case, whether or not shown on any Tax Returngood faith by appropriate proceedings), ; and (iii) there are no currently effective waivers of has not waived any statute of limitations with respect to Taxes taxes or extensions agreed to any extension of time with respect to a Tax tax assessment or deficiency, (iv) all assessments . The assessment of any additional taxes for Taxes due with respect to completed and settled examinations or any concluded litigation periods for which returns have been fully paidfiled is not expected to exceed the recorded liability therefor, (v) and, to the best of the Company’s knowledge, there are no auditsmaterial unresolved questions or claims concerning the Company’s tax liability. The Company’s tax returns have not been reviewed or audited by any federal, examinationsstate, investigations local or other proceedings county taxing authority. There is no pending or threatened in writing in respect of Taxes or Tax matters of Parent or dispute with any taxing authority relating to any of its Subsidiariessaid returns which, (vi) no if determined adversely to the Company, would result in the assertion by any taxing authority of any valid deficiency in any material amount for taxes. No written claim has ever been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority any authority in a jurisdiction where Parent or any of its Subsidiaries the Company does not file Tax Returns of a certain type tax returns that Parent or any of its Subsidiaries the Company is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction. Since the most recent Financial Statements, (vii) there are no Liens for Taxes on the Company has not incurred any of the assets of Parent or any of its Subsidiaries material taxes other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has . The Company does not have any liability for Taxes the taxes of any other person (other than Parent or any its wholly-owned subsidiaries) pursuant to the requirements of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of statelaw, local or foreign Tax Law)contract, as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) intercompany arrangement or otherwise, and (ix) neither Parent nor any of its Subsidiaries . The Company is bound with respect to any current or any future taxable period by any closing agreement not a “United States real property holding corporation” (within the meaning of Section 7121 section 897(c)(2) of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 2 contracts
Samples: Series E Preferred Stock Purchase Agreement (Regado Biosciences Inc), Series E Preferred Stock Purchase Agreement (Regado Biosciences Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent All Tax Returns required to have been filed by or with respect to GWG and each of its Subsidiaries have prepared and been timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, file granted or obtained); (ii) Parent all Taxes due and each of payable by GWG and its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return) have been paid or will be timely paid (other than those Taxes being contested in good faith and for which adequate reserves have been established in the GWG Reports), ; (iii) there no deficiency for any Tax has been asserted, proposed or assessed by a Governmental Authority against GWG and its Subsidiaries that has not been satisfied by payment, settled or withdrawn or that are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, being contested in good faith through appropriate proceedings; (iv) all assessments for Taxes due with respect to completed and settled examinations no audit or other Action by any concluded litigation have been fully paid, Governmental Authority is pending or threatened in writing; (v) there are no auditsoutstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, examinationsor the period for the collection, investigations assessment or other proceedings pending or threatened in writing in respect of reassessment of, Taxes or Tax matters of Parent or due from GWG and its Subsidiaries for any of its Subsidiaries, taxable period and no request for any such waiver is currently pending; (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of neither GWG nor its Subsidiaries does not file Tax Returns of a certain type are subject to any pending tax collection suit, proceeding or claim that Parent or in any of way could result in any liability; (vii) neither GWG nor its Subsidiaries is are a party or may be subject to taxation any material tax deficiency or infraction notice, proceeding or claim of such type assessment, collection or debt in arrears regarding any Taxes, either in court or in the administrative sphere; (viii) neither GWG nor its Subsidiaries are a party to any Tax allocation or sharing agreement; (ix) GWG and its Subsidiaries have withheld and paid all Taxes required to file Tax Returns of such type have been withheld and paid by it in that jurisdictionconnection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party and (viix) there are no Tax Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due GWG and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 2 contracts
Samples: Master Exchange Agreement (Beneficient Co Group, L.P.), Master Exchange Agreement (GWG Holdings, Inc.)
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent The Corporation and each of its the Subsidiaries have prepared and timely has filed (taking into account any valid extension of time within which to file) with all appropriate Governmental Agencies all Tax Returns within the times and in the manner prescribed by law and all tax returns are correct and complete in all material respects and no material fact has been omitted therefrom. The Corporation and each Subsidiary has paid all Taxes due and payable and has paid all installments, has collected or withheld all amounts required to be filed collected or withheld by any of them it and has made all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are other remittances required to be paid made on account of Taxes payable by it. No Tax Return has been reassessed nor has there been any notice of reassessment by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) taxing authority and there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiencyactions, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinationsassessments, reassessments, suits, appeals, proceedings, investigations or other proceedings claims now pending or, to the best of the Corporation's knowledge, threatened against the Corporation or threatened in writing any Subsidiary in respect of Taxes or Tax matters of Parent governmental charges by any Governmental Agency relating to claims for additional Taxes or any of its Subsidiaries, (vi) no claim has been made in writing or, assessments with reference to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets Corporation, the Subsidiaries, the Assets or the Business. There are no outstanding waivers of Parent any limitation period or agreements providing for an extension of time during which any governmental agency may issue an assessment or re-assessment with respect to any Taxes owed by the Corporation or any of its Subsidiaries other than statutory Liens Subsidiary. The provision for Taxes reflected in the Financial Statements is adequate for all Tax liabilities, whether or not yet due and payablepayable and whether or not disputed or under appeal, (viii) neither Parent nor for the periods covered by the Financial Statements and for all prior periods and none of the Corporation or the Subsidiaries has any of its Subsidiaries is a party to liability for any agreement or arrangement relating to the apportionment, sharing, assignment or allocation Tax in respect thereof of any Tax or Tax asset (nature other than an agreement or arrangement solely among members of a group those described in the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes Financial Statements and entered into those arising in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in since the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingFinancial Disclosure Date.
Appears in 1 contract
Samples: Bid Com International Inc
Tax Matters. (a) Except as has not had Each of the Company and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Subsidiaries (i) Parent and each of its Subsidiaries have prepared and has timely filed (taking into account any valid extension of time within which to file) all foreign, federal and state income, franchise and all other material Tax Returns required to be filed by any of them and all such Tax Returns are complete and accuratejurisdiction to which it is subject, (ii) Parent and each of its Subsidiaries have has timely paid all Taxes shown as being due and payable on its Tax Returns, and all other Taxes (if any) that are material in amount and required to be paid, except those for which the Company has made reserves in the consolidated financial statements of the Company and the Subsidiaries that are adequate in accordance with GAAP, and (iii) has established in the consolidated financial statements of the Company and the Subsidiaries reserves that are adequate in accordance with GAAP for the payment of all material Tax liabilities and deferred Taxes as of the date this representation is made. There are no unpaid Taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. Each of the Company and the Subsidiaries has timely withheld and paid by all material Taxes (including sales Taxes) required to have been withheld and paid in connection with any of them amounts paid or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, independent contractor, creditor, stockholders stockholder or third party party. Neither the Company nor any of the Subsidiaries is or has been a U.S. real property holding corporation (as defined in each caseTreasury Regulation Section 1.897-2(b) under the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. No deficiency for any income, franchise or other material amount of Tax relating to the Company or any of the Subsidiaries has been asserted or assessed by any taxing authority in writing. None of the Company or any of the Subsidiaries has entered into a “listed transaction” that has given rise to a disclosure obligation under Section 6011 of the Code and the Treasury Regulations promulgated thereunder. For purposes hereof, “Taxes” means all taxes, charges, fees, levies or other like assessments, including United States federal, state, local, foreign and other net income, gross income, gross receipts, social security, estimated, sales, use, ad valorem, franchise, profits, net worth, alternative or add-on minimum, capital gains, license, withholding, payroll, employment, unemployment, social security, excise, property, transfer taxes and any and all other taxes, assessments, fees or other governmental charges, whether computed on a separate, consolidated, unitary, combined or not shown on any Tax Return)other basis together with any interest and any penalties, (iii) there are no currently effective waivers additions to tax, estimated taxes or additional amounts with respect thereto, and including any liability for taxes as a result of being a member of a consolidated, combined, unitary or affiliated group or any other obligation to indemnify or otherwise succeed to the tax liability of any statute of limitations with respect to Taxes or extensions of time with respect to a other Person; and “Tax assessment or deficiencyReturns” means all returns, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paiddeclarations, (v) there are no auditsreports, examinationsstatements, investigations schedules, notices, forms or other proceedings pending documents or threatened in writing information required to be filed in respect of Taxes the determination, assessment, collection or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation payment of any Tax or Tax asset (other than an agreement in connection with the administration, implementation or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes enforcement of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect legal requirement relating to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingTax.
Appears in 1 contract
Samples: Securities Purchase Agreement (Proteon Therapeutics Inc)
Tax Matters. (a) Except as has not had and would not reasonably be expected set forth on Schedule 4.10: After giving effect to haveall extensions of time, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and by, or with respect to, the Company have been filed, all such Tax Returns are true and correct in all material respects and all Taxes that were shown to be due on such Tax Returns have been paid, except where the failure to file such Tax Returns or to pay such Taxes would not reasonably be expected to have a Company Material Adverse Effect. The Company has given, or otherwise made available to Parent, correct and complete copies of all income, franchise and accurateother material Tax Returns, (ii) Parent examination reports and each statements of its Subsidiaries have timely deficiencies relating to the Company for periods ending, or transactions consummated, after July 1, 2000. The Company has withheld and paid all Taxes that are required to be have been withheld and paid by in connection with any of them amounts paid or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, independent contractor, creditor, stockholders stockholder or other third party party. There is no dispute or claim concerning any liability for Taxes of the Company either (i) claimed or raised by any Governmental Entity in each case, whether writing or (ii) as to which the Company has knowledge based upon personal contact with any agent of such Governmental Entity. The Company has not shown on any Tax Return), (iii) there are no currently effective waivers of waived any statute of limitations with in respect to of Taxes or extensions agreed to any extension of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect which waiver or extension is still in effect. The Company has not made any payments, is not obligated to completed make any payments, and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does is not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating that could obligate it to make any payments that will not be deductible under Section 280G of the apportionment, sharing, assignment or allocation Code. The Company is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is not a party to any Tax allocation or sharing agreement. The Company (i) has not been a member of an affiliated group filing a consolidated federal income Tax asset Return and (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of businessii) or has any no liability for Taxes of any person (other than Parent or any of its Subsidiaries) Person under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, a transferee or successor, by Contract contract, or otherwise. The Company will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (other than commercial Contracts or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) "closing agreement" as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Law) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date. During the five-year period ending on the date hereof, the Company has not primarily related distributed stock of another Person, and has not had its stock distributed by another Person, in a transaction that was purported or intended to Taxes be governed in whole or in part by Section 355 or Section 361 of the Code. Employee Benefits. Schedule 4.11 lists each "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), to which the Company contributes (as a "contributing sponsor," as defined in Section 4001(a)(13) of ERISA, and entered into in the ordinary course that are subject to Title IV of businessERISA) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound obligated to contribute thereunder with respect to any current employees of the Company (each, a "Company Plan"). The Company is not now and has never been a member of a controlled group or any future taxable period by any closing agreement (affiliated group within the meaning of Section 7121 Internal Revenue Code Sections 414(b), (c) or (m). Except as set forth on Schedule 4.11, the Company does not sponsor or maintain any material bonus plans, incentive, equity or equity-based compensation, deferred compensation arrangements, stock purchase, severance pay, sick leave, vacation pay, salary continuation, disability, hospitalization, medical insurance, life insurance, or scholarship programs and the Company is not obligated to contribute to any such program, policy or arrangement for the benefit of current or former employees of the CodeCompany. The Company has never maintained or contributed to a defined benefit pension plan of any kind, including a multi employer plan as defined in ERISA. The Company does not now and never has provided benefits to any retired or terminated employees, other than benefits which are legally mandated, such as COBRA. The Company has made available to Parent correct and complete copies of (i) each Company Plan (or, in the case of any such Company Plan that is unwritten, descriptions thereof), private letter ruling(ii) the most recent annual reports on Form 5500 required to be filed with the United States Internal Revenue Service with respect to each Company Plan (if any such report was required), technical advice (iii) the most recent summary plan description for each Company Plan for which such summary plan description is required and (iv) each trust agreement and insurance or other ruling group annuity contract relating to any Company Plan. Except as set forth on Schedule 4.11, each of the Company Plans has been funded and maintained in material compliance with its terms and all provisions of applicable Law. No Company Plan is under audit or written agreement with a Governmental Entityhas been notified of an audit by any governmental agency. Other than ordinary benefit claims, no actions have been brought or threatened by any person, seeking benefits or penalties. Except as set forth on Schedule 4.11, the Transactions do not trigger "change in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingcontrol" payments under Company compensation arrangements.
Appears in 1 contract
Tax Matters. Except as set forth in SECTION 4.10 of the Disclosure Schedule, with respect to the Company, (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns and all similar filings required to be filed on or before the Closing Date by the Company (true and correct copies of which have been furnished to Parent) with respect to any of them Taxes have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are complete and accuratereflect the liability of the Company for Taxes in substantial compliance with the Code for the periods, properties or events covered thereby; (iib) Parent and each of its Subsidiaries have timely paid all Taxes that are required payable with respect to be paid by any the Tax Returns, and all Taxes accruable with respect to events occurring through the date of them the Most Recent Balance Sheet, whether disputed or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employeenot, creditor, stockholders or third party (in each case, and whether or not shown on any Tax Return), will have been paid in full prior to the Closing Date, or an adequate accrual is provided with respect thereto on the Most Recent Balance Sheet; (iiic) no deficiency in respect of any Taxes which has been assessed against the Company remains unpaid and there are no currently effective waivers unassessed Tax deficiencies or any audits or investigations pending or threatened against the Company with respect to any Taxes, (d) there is in effect no extension for the filing of any Tax Return and the Company has not extended or waived the application of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax any jurisdiction regarding the assessment or deficiency, collection of any Tax; (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vie) no claim has ever been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority any Tax authority in a jurisdiction where Parent or any of its Subsidiaries in which the Company does not file Tax Returns of a certain type that Parent or any of its Subsidiaries it is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction, ; (viif) there are no Liens liens for Taxes on upon any asset of the Company except for liens for current Taxes not yet due; (g) no issues have been raised in any examination by any Tax authority with respect to the Company which, by application of similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (h) the Company is not a party to any Tax allocation or sharing agreement or otherwise under any obligation to indemnify any person with respect to any Taxes; (i) the Company is not a party to any joint venture, partnership or other arrangement that is treated as a partnership for federal income tax purposes; (j) there are no accounting method changes or proposed accounting method changes of the Company that could give rise to an adjustment under section 481 of the Code for periods after the Closing Date; (k) there are no requests for rulings in respect of any Tax pending between the Company and any Tax authority; (l) the Company has never been a member of any affiliated group as defined in Section 1504 of the Code; (m) the Company has timely made all deposits required by law to be made with respect to employees' withholding and other employment taxes; (n) the Company has not filed any consent under Section 341(f) of the Code; and (o) none of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), Company are treated as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period owned by any closing agreement (within other person under the meaning "safe harbor lease" provisions of former Section 7121 168(f)(8) of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (U S Liquids Inc)
Tax Matters. (a) Except as The Company has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed prior to the Closing Date. All Taxes owed by any of them and all such Tax Returns are complete and accurate, the Company (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return)) have been paid. The Company (1) has not received any notice of any claims from any Taxing Authority concerning any Tax liability of the Company, (iii2) there are no currently effective waivers has not received any notice of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or claim by any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries the Company does not file Tax Returns of a certain type that Parent or any of its Subsidiaries it is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction, (vii3) there are no Liens for has not waived any statute of limitations in respect of Taxes on or agreed to any extension of time with respect to any Tax assessment or deficiency, (4) is not a party to any tax allocation or sharing agreement, (5) is not a party to any "safe harbor lease" that is subject to the provisions of Section 168(f)(8) of the assets Internal Revenue Code as in effect prior to the enactment of Parent or any the Tax Reform Act of its Subsidiaries other than statutory Liens for Taxes not yet due and payable1986, (viii6) neither Parent nor has not filed a consent under Section 341(f) of the Code concerning collapsible corporations, (7) is not obligated to make any of its Subsidiaries payments, and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code, (8) is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, and (10) has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or arrangement relating owing to any employee, independent contractor, creditor, stockholder, or other third party. The provision for taxes on the Most Recent Balance Sheet is sufficient to satisfy all the taxes of any kind of the Company. The Company has not signed any extension agreement with any Taxing Authority. The Company does not expect any Taxing Authority to assess any additional Taxes for any period for which Tax Returns have been filed. Schedule 2(j) lists all federal, state, local and foreign income Tax Returns filed with respect to the apportionmentCompany for taxable periods ended on or after December 31, sharing1990, assignment and indicates those Tax Returns that have been audited and those Tax Returns that currently are the subject of audit. The Company has delivered to the Purchasers correct and complete copies of all U.S. and foreign income Tax Returns filed by, and all Tax examination reports and statements of deficiencies assessed against or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group agreed to by, the common parent of which is Parent or commercial agreements or arrangements Company since December 31, 1990. The Company does not primarily related to Taxes and entered into in the ordinary course of business) or has have any liability for Taxes of any other person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 of the Treasury Regulations (or any analogous or similar provision of state, local U.S. or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of businesslaw) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current as a transferee or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingsuccessor.
Appears in 1 contract
Tax Matters. (a) Except as has not had and would not reasonably be expected to haveTo the knowledge of HongGuan, individually or in the aggregate, a Parent Material Adverse Effect, Company has: (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to fileor has had timely filed on its behalf) all Tax Returns returns, declarations, reports, estimates, information returns, and statements ("Returns") required to be filed or sent by it in respect of any "Taxes" (as defined in subsection (b) below) or required to be filed or sent by it by any of them and all such Tax Returns are complete and accurate, taxing authority having jurisdiction; (ii) Parent timely and each of properly paid (or has had paid on its Subsidiaries have timely paid behalf) all Taxes shown to be due and payable on such Returns; (iii) established on its Latest Balance Sheet, in accordance with generally accepted accounting principles, reserves that are adequate for the payment of any Taxes not yet due and payable; (iv) complied with all applicable laws, rules, and regulations relating to the withholding of Taxes and the payment thereof, and timely and properly withheld from individual employee wages and paid over to the proper governmental authorities all amounts required to be so withheld and paid by any over under all applicable laws. To the knowledge of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employeeHongGuan, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers liens for Taxes upon any assets of the Company, except liens for Taxes not yet due. To the knowledge of HongGuan, no deficiency for any Taxes has been proposed, asserted or assessed against the Company that has not been resolved and paid in full, and no waiver, extension or comparable consent given by the Company regarding the application of the statute of limitations with respect to any Taxes or extensions Returns is outstanding, nor is any request for any such waiver or consent pending. To the knowledge of time with respect to a HongGuan, there has been no Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations audit or other proceedings pending administrative proceeding or threatened in writing in respect of court proceeding with regard to any Taxes or Returns, nor is any such Tax matters of Parent audit or other proceeding pending, nor has there been any of its Subsidiariesnotice to the Company by any Taxing authority regarding any such Tax, (vi) no claim has been made in writing audit or other proceeding, or, to Parent’s knowledgeknowledge of HongGuan, otherwiseis any such Tax audit or other proceeding threatened with regard to any Taxes or Returns. To the knowledge of HongGuan, by a Taxing Authority and save as disclosed in a jurisdiction where Parent or any of its Subsidiaries the disclosure letter dated the Closing Date from HongGuan to PEMSTAR (the "Disclosure Letter"), the Company does not file Tax Returns expect the assessment of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for additional Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes Company and is not yet due and payable, (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation aware of any Tax unresolved questions, claims or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect disputes concerning the liability for Taxes of Parent or any of the Company which would exceed the estimated reserves established on its Subsidiaries following the Closingbooks and records.
Appears in 1 contract
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all All Tax Returns required to be filed by any of them each Seller have been duly and timely filed, and all such Tax Returns are complete true, correct, and accurate, complete. All Taxes (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return)) that are due and payable by each Seller have been timely paid. No Seller has been or is currently the subject of an audit, (iii) there are other examination, matter in controversy, proposed adjustment, refund litigation or other proceeding with respect to Taxes, and no currently effective waivers Seller is aware of any such issue or potential issue with respect to any Tax Authority. No Tax deficiency has been proposed or assessed against any Seller, and no Seller has executed any waiver of any statute of limitations on the assessment or collection of any Tax. Except with respect to property Taxes or extensions of time with respect to a for the current Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there year that are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, there are no Encumbrances for unpaid Taxes upon the Assets and no claim for unpaid Taxes has been made by any Tax Authority that could give rise to any such Encumbrance. There is no Tax sharing agreement, Tax allocation agreement, Tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (viiiincluding any advance pricing agreement, closing agreement or other arrangement relating to Taxes) neither Parent nor that will require any payment by any Seller as a result of its Subsidiaries the sale of the Assets. No Seller is a party “foreign person” within the meaning of Section 1445 of the Code. Each Seller has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. None of the Assets includes any stock, partnership interests, limited liability company interests, legal or beneficial interests or any other equity interests in or of any person, and none of the Assets is subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code. None of the Assumed Liabilities includes: (A) an obligation to make a payment that is not deductible under Section 280G of the Code; (B) an obligation to make a payment to any person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes; (C) an obligation under any record retention, transfer pricing, closing or other agreement or arrangement relating to the apportionment, sharing, assignment or allocation of with any Tax authority that will survive the Closing or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has impose any liability on the Buyer after the Closing; (D) an obligation under any and all agreements, contracts, arrangements and plans to indemnify, gross-up or otherwise compensate any Person, in whole or in part, for any excise Tax under Section 4999 of the Code that is imposed on such person or individual or any other person; or (E) an obligation to pay the Taxes of any person (other than Parent as a transferee or any of its Subsidiaries) successor, by contract or otherwise, including an obligation under Treasury Regulation Regulations Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Lawlaw). No Seller is, as transfereeor has ever been, successora party to any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. There are no disputes or appeals pending regarding the amount of the Taxes on, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in or the ordinary course assessed valuation of, any of business) or otherwisethe Assets, and no special arrangements or agreements exist with any Tax Authority with respect thereto. There is no Tax assessment (ixin addition to the normal, annual general property Tax assessment) neither Parent nor any of its Subsidiaries is bound pending or threatened with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 portion of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the ClosingAssets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mattress Firm Holding Corp.)
Tax Matters. (a) Except as has not had set forth on Schedule 3.1.14 of the Sellers’ Disclosure Schedule, Xxxxxx’x and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries Sellers have prepared and timely filed (after taking into account any valid extension of time within which extensions to file) all United States federal income Tax Returns required to be filed by them prior to the Closing Date and have filed (after taking into account any of extensions to file) all other federal, state, county, local and foreign Tax Returns required to be filed by them and all prior to the Closing Date. All such Tax Returns are complete have accurately reflected the liability for Taxes of Sellers for the periods covered thereby, except to the extent that any inaccuracies would not be material. Sellers have paid and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required discharged or caused to be paid and discharged all Taxes which have become due and payable by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (except Taxes being contested in each case, whether or not shown on any Tax Return), (iiigood faith and reserved against) there are no currently effective waivers of any statute of limitations with respect to and have made adequate provision in reserves established in their financial statement sand accounts for all Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation which have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns of a certain type that Parent or any of its Subsidiaries is accrued or may be subject to taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there accrue but are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable. All Taxes that Sellers are or were required to withhold or collect from employees, (viii) neither Parent nor independent contractors, creditors, stockholders or other parties have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There are no liens for Taxes upon any of its Subsidiaries the Assets other than Permitted Liens. There is no pending (as to which Xxxxxx’x or any Seller has been served or received other written notification) or to Xxxxxx’x Knowledge threatened action, claim for deficiency, notice of deficiency or any other claim or investigation against any of Xxxxxx’x or the Sellers with respect to the assessment or collection of Taxes relates to the Assets. Insofar as it relates to the Business, none of Xxxxxx’x or any Sellers, nor Newco, has made any payments, nor is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, contract that could reasonably be expected to affect the liability for Taxes of Parent or obligate it to make any of its Subsidiaries following the Closing.payments, that will not be deductible under Code Section 280G.
Appears in 1 contract
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all All Tax Returns required to be filed by prior to the date hereof with respect to the Company or any of them its income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are complete true and accurateaccurate in all respects. All Taxes due and payable for the periods expiring on or prior to December 31, 1997 by or with respect to the Company have been paid or are accrued on the Current Balance Sheet or will be accrued on its books and records as of the Closing. Except as set forth in Schedule 3.19 hereto: (i) with respect to each taxable period of the Company, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) Parent and each no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of its Subsidiaries have timely paid all Taxes that are required to be paid has been asserted or assessed by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), taxing authority against the Company; (iii) there are no currently effective waivers of the Company has not consented to extend the time in which any statute of limitations with respect to Taxes may be assessed or extensions of time with respect to a Tax assessment or deficiency, collected by any taxing authority; (iv) all assessments the Company has not requested or been granted an extension of the time for Taxes due with respect filing any Tax Return to completed and settled examinations or any concluded litigation have been fully paid, a date later than the Closing Date; (v) there are is no auditsaction, examinationssuit, investigations taxing authority proceeding, or other proceedings audit or claim for refund now in progress, pending or threatened in writing in against or with respect of Taxes or Tax matters of Parent or any of its Subsidiaries, to the Company regarding Taxes; (vi) no claim the Company has been not made in writing or, to Parent’s knowledge, otherwise, by an election or filed a Taxing Authority in a jurisdiction where Parent consent under Section 341(f) of the Code (or any corresponding provision of its Subsidiaries does not file Tax Returns of a certain type that Parent state, local or any of its Subsidiaries is foreign law) on or may be subject prior to taxation of such type or required to file Tax Returns of such type in that jurisdiction, the Closing Date; (vii) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries (other than statutory Liens for current Taxes not yet due and payable, ) upon the assets of the Company; (viii) neither Parent nor any the Company will not be required (A) as a result of its Subsidiaries is a party to any agreement change in method of accounting for a taxable period ending on or arrangement relating prior to the apportionmentClosing Date, sharing, assignment or allocation to include any adjustment under Section 481(c) of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any analogous or similar corresponding provision of state, local or foreign Tax Lawlaw) in taxable income for any taxable period (or portion thereof) beginning after the Closing Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), as transferee, successor, by Contract to include any item of income or exclude any item of deduction from any taxable period (other than commercial Contracts not primarily related to Taxes and entered into in or portion thereof) beginning after the ordinary course of business) or otherwise, and Closing Date; (ix) neither Parent nor the Company has not been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Company is not a party to or bound by any of its Subsidiaries is bound tax allocation or tax sharing agreement and has no current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) no taxing authority will claim or assess any current additional Taxes against the Company for any period for which Tax Returns have been filed; (xii) the Company has not made any payments, and is not and will not become obligated (under any contract entered into on or before the Closing Date) to make any payments, that will be non-deductible under Section 280G of the Code (or any future taxable period by any closing agreement corresponding provision of state, local or foreign law); (xiii) the Company has not been a United States real property holding corporation within the meaning of Section 7121 897(c)(2) of the CodeCode (or any corresponding provision of state, local or foreign law) during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code (or any corresponding provision of state, local or foreign law); (xiv) no claim has ever been made by a taxing authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to Taxes assessed by such jurisdiction; (xv) the Company has no permanent establishment in any foreign country, private letter rulingas defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, technical advice correct and complete copies of all income and sales Tax Returns filed by or with respect to the Company for the past three years have been furnished or made available to Medical Manager; (xvii) the Company will not be subject to any Taxes for the period ending at the Closing Date for any period for which a Tax Return has not been filed imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law); (xviii) no sales or use tax will be payable by the Company or Medical Manager as a result of this transaction, and there will be no non-recurring intangible tax, documentary stamp tax or other ruling excise tax (or written agreement with a Governmental Entity, comparable tax imposed by any governmental entity) payable by the Company or Medical Manager by virtue of the transactions completed in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closingthis Agreement.
Appears in 1 contract
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in set forth on the aggregate, a Parent Material Adverse Effectattached Schedule 5.16(a), (i) Parent and each of the Company and its Subsidiaries have has properly prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns that are required to be filed by it; (ii) all Taxes due and owing by each of the Company and its Subsidiaries have been paid (whether or not shown or required to be shown on any of them and Tax Return); (iii) all such Tax Returns are true, correct and complete and accurate, in all material respects; (iiiv) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent which the Company or any of its Subsidiaries are has been obligated to withhold from amounts owing to any employee, creditor, stockholders creditor or third third-party (in each case, whether or not shown on any Tax Return), (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paidfully, properly and timely withheld and paid over to the applicable Governmental Body; (v) there are no audits, examinations, investigations deficiency or other proceedings pending proposed adjustment which has not been paid or threatened resolved for any material amount of Tax has been asserted or assessed in writing in respect by any taxing authority of Taxes or Tax matters of Parent any Governmental Body against the Company or any of its Subsidiaries, ; (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where Parent or neither the Company nor any of its Subsidiaries does not file has consented to extend the time in which any Tax Returns of a certain type that Parent or any of its Subsidiaries is or may be subject to taxation assessed or collected by any taxing authority of such type or required to file Tax Returns of such type any Governmental Body, which extension is still in that jurisdiction, effect; (vii) there are no Liens for Taxes on ongoing or pending Tax audits by any taxing authority of any Governmental Body against the assets of Parent Company or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, Subsidiaries; (viii) neither Parent the Company nor any of its Subsidiaries is a party to or bound by, or has any obligation under, any Tax allocation, sharing or similar agreement or arrangement; (ix) neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which has been the Company) or (B) has any liability for the Taxes of any Person (other than the Company or its Subsidiaries) under Treas. Reg. §1.1502-6, as a transferee or successor, by contract, or otherwise; and (x) neither the Company nor any of its Subsidiaries is a party to any agreement agreement, contract, arrangement or arrangement relating to plan that has resulted or would result, separately or in the apportionmentaggregate, sharing, assignment or allocation in the payment of any Tax or Tax asset (other than an agreement or arrangement solely among members “excess parachute payment” within the meaning of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code section 280G (or any analogous or similar corresponding provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of businesslaw) or otherwise, and any amount that will not be deductible as a result of Code section 162(m) (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning corresponding provision of Section 7121 of the Codestate, local or foreign Tax law), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 1 contract
Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or set forth in the aggregate, a Parent Material Adverse EffectSchedule 4.8, (i) Parent the Company has filed or caused to be filed all tax returns, and each all reports with respect to taxes, required to have been filed by or with respect to the Company prior to the date hereof, (ii) all such tax returns or reports were true, accurate, correct and complete in all material respects, (iii) the Company is not currently the beneficiary of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by file any of them and all such Tax Returns are complete and accuratetax return or report, (iiiv) Parent and each of its Subsidiaries have timely the Company has paid all Taxes that are required or caused to be paid all taxes, penalties and interest required to have been paid by any of them the Company prior to the date hereof, (v)the Company has withheld, deducted, collected and paid all taxes required to have been withheld, deducted, collected and paid in connection with amounts paid or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, independent contractor, creditor, stockholders stockholder or other third party (in each case, whether or not shown on any Tax Return)by the Company, (iiivi) there are no currently effective waivers of the Company has not waived any statute of limitations with in respect of taxes or agreed to Taxes or extensions any extension of time with respect to a Tax tax assessment or deficiency, (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paidvii), (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no claim has ever been made in writing or, to Parent’s knowledge, otherwise, by a Taxing Authority governmental authority in a jurisdiction where Parent or any of its Subsidiaries does tax returns by the Company have not file Tax Returns of a certain type been filed that Parent or any of its Subsidiaries the Company is or may be subject to taxation of by such type or required to file Tax Returns of such type in that jurisdiction, (viiviii) there are no Liens for Taxes on any of the Company's assets of Parent or properties that arose in connection with any of its Subsidiaries other than statutory Liens for Taxes not yet due and payablefailure (or alleged failure) to pay any tax, (viiiix) neither Parent nor no tax return of the Company has been audited or is currently under audit or examination, and (x) there is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to taxes (including any of its Subsidiaries is a party to any advance pricing agreement, closing agreement or other arrangement relating to taxes) that will require any payment by the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than Company. The Company is and has been at all times from its inception an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into S-corporation as defined in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 1361 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Management Corp)
Tax Matters. Except as set forth in the Company Disclosure Letter, the Company, (a) Except as has not had timely paid all Taxes required to be paid by it through the date hereof and would not reasonably (b) has filed or caused to be expected to have, individually or filed in the aggregate, a Parent Material Adverse Effect, timely manner (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account within any valid applicable extension of time within which to fileperiods) all Tax Returns with appropriate Governmental Entities in all jurisdictions in which the Tax Returns are required to be filed by any of them filed, and all such Tax Returns are complete true and accuratecomplete. The Company is not, (ii) Parent and nor has it ever been, included in any consolidated or combined Tax return for Federal, state or local Tax purposes or is it a member of an affiliated group within the meaning of Section 1504 of the Code. All Taxes, including those shown to be due on each of its Subsidiaries the Tax Returns, have been timely paid all Taxes that are required to be paid in full. Except as set forth in the Company Disclosure Letter, no Tax liens exist or have been filed and the Company has not been notified by any of them or that Parent the Internal Revenue Service or any of its Subsidiaries other taxing authority that any issues have been raised (and are obligated to withhold from amounts owing to currently pending) by the Internal Revenue Service or any employee, creditor, stockholders or third party (other taxing authority in each case, whether or not shown on connection with any Tax Return), (iii) there are and no currently effective waivers of any statute statutes of limitations limitation have been given or requested with respect to the Company. There are no pending or proposed Tax audits of any Tax Returns and no unresolved questions or claims concerning the Company's Tax Liability exists. No unresolved deficiencies or additions to Taxes have been proposed, asserted or extensions assessed against the Company or any member of time with respect to any affiliated or combined group of which the Company was or is a member. The Company has not incurred any Tax assessment or deficiencyLiability since the Latest Company Balance Sheet Date, (iv) all assessments except for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened incurred in writing in respect the ordinary course of Taxes or Tax matters of Parent or any of its Subsidiaries, (vi) no business. No claim has ever been made in writing or, to Parent’s knowledge, otherwise, by a any Taxing Authority authority in a jurisdiction where Parent or any of its Subsidiaries in which the Company does not file Tax Returns of a certain type that Parent or any of its Subsidiaries the Company is or may be subject to taxation of such type or required to file Tax Returns of such type in by that jurisdiction, (vii. The Company has not made an election to be treated as a "consenting corporation" under Section 341(f) there are no Liens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due Code and payablethe Company is not, (viii) neither Parent nor any of its Subsidiaries is has it ever been, a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (ix) neither Parent nor any of its Subsidiaries is bound with respect to any current or any future taxable period by any closing agreement ("personal holding company" within the meaning of Section 7121 542 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in . The Company and each case, that could reasonably be expected to affect the liability for Taxes of Parent or any of its Subsidiaries following predecessors have complied in all material respects with all applicable Laws relating to the Closingpayment and withholding of Taxes and has withheld and paid over all amounts required by Law to be withheld and paid from the wages or salaries of employees, and the Company is not liable for any Taxes for failure to comply with such Laws. The Company neither is nor has it ever been a party to any Tax sharing agreement. The Company has not agreed to nor is it required to make any adjustments pursuant to Section 481 of the Code, and the Internal Revenue Service has not proposed any such adjustments or changes in the Company's accounting method. There is no Contract covering any Person that individually or collectively could, as a result of the transactions contemplated hereby, or otherwise, give rise to the payment of any amount being non-deductible by the Company by reason of Section 280(G) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (BMJ Medical Management Inc)
