Tax Representations and Warranties. The Holder hereby represents and warrants that neither the Holder nor any of its Affiliates is aware of the existence of or has knowledge of any fact, agreement, plan or circumstance, or has taken or agreed to take any action, that could reasonably be expected to prevent or impede the Intended Tax Treatment.
Tax Representations and Warranties. Seller represents and warrants to Buyer that:
Tax Representations and Warranties. Except as disclosed in Disclosure Schedule 3.06:
Tax Representations and Warranties. (a) Except to the extent as would not have a material adverse effect on NBH or its Subsidiaries:
Tax Representations and Warranties. (a) The Company has timely filed all Tax Returns that were required to be filed by the Company. All such Tax Returns are complete, accurate and correct in all respects and were prepared in compliance with all applicable laws. All Taxes owed by the Company (whether or not shown on any Tax Return) have been paid. No penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax. The amounts set forth as liabilities for Taxes on the financial statements of the Company are sufficient, in the aggregate, for the payment of all unpaid Taxes, whether or not disputed, accrued or applicable, adjusted for the passage of time through the Closing Date, in accordance with the past custom and practice of the Company in filing its Tax Returns. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a governmental body or authority in a jurisdiction where the Company does not file a Tax Return that it is or may be subject to taxation by that jurisdiction. The Company is not responsible for the Taxes of any other Person (“Person”) as a transferee or successor by contract or otherwise (including, without limitation, pursuant to Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign law).
Tax Representations and Warranties. (a) Immediately after the Share Exchange, EOG India HoldCo will be engaged in the active conduct of a trade or business within the meaning of section 355(b)(1)(A) (without regard to section 355(b)(2)(B)) of the Code.
Tax Representations and Warranties. (a) EOG has owned all of the outstanding stock of EOG International, and EOG International has (or, if the EOG International Merger occurs, then EOG International and EOG, collectively, have) owned all of the EOG India Shares, during the entire five-year period ending on the date of the Share Exchange.
Tax Representations and Warranties. All material Tax Returns required to have been filed by or with respect to the Purchased Entities, the Purchased Assets or the Assumed Liabilities have been filed (taking into account extensions), and all such Tax Returns were correct and complete in all material respects. All material Taxes shown to be due on such Tax Returns have been paid or will be paid by the due date thereof. There is no action, suit, proceeding, investigation, audit or claim pending or threatened in writing with respect to any material Taxes of the Purchased Entities, the Purchased Assets or the Assumed Liabilities. None of the Purchased Entities has granted any extension or waiver of the statute of limitations applicable to any material Tax Return, which period (after giving effect to any extension or waiver) has not yet expired. Each of the Purchased Entities has complied with all applicable Laws relating to the payment and withholding of material Taxes and has duly and timely withheld and paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over.
Tax Representations and Warranties. IMMC represents and warrants to the other parties to this Agreement that:
Tax Representations and Warranties. (a) The Company timely and properly prepared and filed, or was included in timely and properly prepared and filed, returns for all Taxes (as defined in Section 9.1(i)), for all periods that are now due; if any tax returns are now not due, such tax returns will be properly prepared and timely filed by the Company or the Seller.
