Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each of Boston Private and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (SVB Financial Group), Agreement and Plan of Merger (Boston Private Financial Holdings Inc), Agreement and Plan of Merger (Boston Private Financial Holdings Inc)

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Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private DS Bancor and its Subsidiaries has duly filed all Federal and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are state tax returns required to be filed by it, and it on or prior to the date hereof (all such Tax Returns are true, correct returns being accurate and complete in all material respects; (ii) neither Boston Private nor any and has duly paid or made provisions for the payment of its Subsidiaries is all material taxes and other governmental charges which have been incurred or are due or claimed to be due from it by Federal and state taxing authorities on or prior to the beneficiary of any extension of time within which to file any material Tax Return (date hereof other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates taxes or other proof charges (a) which (x) are not yet delinquent or (y) are being contested in good faith and set forth in Section 3.10 of the exempt nature of sales of such products or services DS Bancor Disclosure Schedule and (b) which have not been properly collected, retained and submitted, finally determined. All liability with respect to the extent required; (iv) each income tax returns of Boston Private DS Bancor and its Subsidiaries has withheld been satisfied for all years to and paid all including 1995. The Internal Revenue Service ("IRS") has not notified DS Bancor of, or otherwise asserted, that there are any material deficiencies with respect to the income tax returns of DS Bancor subsequent to 1993. There are no material disputes pending, or claims asserted for, Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private assessments upon DS Bancor or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private nor has DS Bancor or any of its Subsidiaries relating or attributable been requested to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor give any currently effective waivers extending the statutory period of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any Federal or state income tax return for any period. In addition, Federal and state returns which are accurate and complete in all material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private respects have been filed by DS Bancor and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Federal and state returns to be due and payable have been paid in full or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) adequate provision therefor has been a member included by DS Bancor in its consolidated financial statements as of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of stateDecember 31, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code1995.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Ds Bancor Inc)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private the Company and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, it and all such Tax Returns are true, correct accurate and complete in all material respectscomplete; (ii) neither Boston Private nor any each of the Company and its Subsidiaries is has paid all Taxes required to be paid by it and has timely paid or made provision for the beneficiary payment of any extension of time within which all Taxes that have been incurred or are due or claimed to file any material Tax Return (be due from it by federal, state, foreign or local taxing authorities other than extensions to file Tax Returns obtained Taxes that are not yet delinquent or are being contested in the ordinary course of business consistent with past practice)good faith, have not been finally determined and have been adequately reserved against under GAAP; (iii) all material Taxes the Tax Returns of Boston Private the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully examined by the Internal Revenue Service (the “IRS”) or the appropriate taxing authority (or the applicable statues of limitation for the assessment of Taxes for such periods have expired) for all years to and timely paid and all Taxes required to have been collected and paid on including the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent requiredyears ending 2006; (iv) each no extensions or waivers of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to statutes of limitation have been withheld and paid in connection given by or requested with amounts paid or owing respect to any employeeof the Company’s Taxes or those of its Subsidiaries, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirementsthere are no disputes pending, in respect of payments made by Boston Private or written claims asserted, for Taxes or assessments upon the Company or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on neither the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar comparable provision of statelocal, local state or foreign lawLaw), as a transferee or successor, by contract contract, or otherwise; and (xivii) neither Boston Private nor any of the Company and its Subsidiaries has beenhave complied with all applicable laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442 and 3402 of the Code or any comparable provision of any state, local or foreign Laws) and have, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within time and in the meaning of Section 355(e) of manner prescribed by applicable law, withheld from and paid over all amounts required to be so withheld and paid to the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment relevant taxing authority under Section 355 of the Codeapplicable Laws; (xiiix) neither Boston Private the Company nor any of its Subsidiaries has participated in a any listed transactionreportable transactions” within the meaning of Treasury Regulation Section 1.6011-4(b)(2)4; (x) neither the Company nor any of its Subsidiaries has been a party to any distribution occurring during the last three years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (xi) no written or, to the Knowledge of the Company, other claim has been made by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not currently file Tax Returns that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction; and (xiiixii) at no time during the past five (5) years Company has Boston Private been a United States real property holding corporation not undergone any “ownership change” within the meaning of Section 897(c)(2) 382 of the Code and other than solely as a result of the transaction contemplated by this Agreement, the utilization of any net operating loss carryforwards of the Company or any of its Subsidiaries is not subject to any limitations pursuant to Sections 382, 383, or 384 of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Wilmington Trust Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private CBI and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are federal, state and, to the best of CBI's knowledge, material local information returns and tax returns required to be filed by it, and it (all such Tax Returns are true, correct returns being accurate and complete in all material respects; (ii) neither Boston Private nor any and has duly paid or made provisions for the payment of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes (as defined below) and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of Boston Private its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges that (1) are not yet delinquent or are being contested in good faith and (2) have not been finally determined. The income tax returns of CBI and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully examined by the Internal Revenue Service (the "IRS"), and timely paid any liability with respect thereto has been satisfied for all years to and including 1981, and no material deficiencies were asserted as a result of such examination or all Taxes required to have been collected and paid on such deficiencies were satisfied. To the sale best of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paidCBI's knowledge, there are no material disputes pending, or all sales tax exemption certificates claims asserted for, Taxes or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private assessments upon CBI or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private nor has CBI or any of its Subsidiaries relating been requested to give any currently effective waivers extending the statutory period of limitation applicable to any Federal, state, county or attributable local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by CBI and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to Taxes other than Liens do so would not have a Material Adverse Effect on CBI, (ii) federal, state, county and local returns that are accurate and complete in all material respects have been filed by CBI and its Subsidiaries for Taxes all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on CBI, (iii) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by CBI in its consolidated financial statements as of December 31, 1995, except where failure to do so would not have a Material Adverse Effect on CBI and (iv) there are no tax liens upon any property or assets of the CBI or its Subsidiaries except liens for current taxes not yet due and payable; due. To the knowledge of CBI, no property of CBI or any of its Subsidiaries is property that CBI or any of its Subsidiaries is or will be required to treat as being owned by another person pursuant to the provisions of Section 168(f)(8) of the Code (viias in effect prior to its amendment by the Tax Reform Act of 1986) neither Boston Private or is "tax-exempt use property" within the meaning of Section 169(h) of the Code. Neither CBI nor any of its Subsidiaries has granted been required to include in income any extension or waiver adjustment pursuant to Section 481 of the limitation period applicable to Code by reason of a voluntary change in accounting method initiated by CBI or any material Tax that remains of its Subsidiaries, and the Internal Revenue Service has not initiated or proposed any such adjustment or change in effect; (viii) accounting method. Except as set forth in the financial statements described in Section 3.6 hereof, neither Boston Private CBI nor any of its Subsidiaries has received any notice of entered into a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries transaction which is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such being accounted for as an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) installment obligation under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 453 of the Code) in , which would be reasonably likely to have a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeMaterial Adverse Effect on CBI.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Bancorp /Or/), Agreement and Plan of Merger (Us Bancorp /Or/)

Taxes and Tax Returns. (a) With respect to Boston Private and its SubsidiariesExcept as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on South State: (i) each of Boston Private South State and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct and complete in all material respectscomplete; (ii) neither Boston Private South State nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practicecourse); (iii) all material Taxes of Boston Private South State and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private South State and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private South State nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effecteffect (other than extension or waiver granted in the ordinary course of business); (viii) neither Boston Private South State nor any of its Subsidiaries has received any written notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private South State and its Subsidiaries or the assets of Boston Private South State and its Subsidiaries; neither South State nor any of its Subsidiaries has entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (ix3) years; neither Boston Private South State nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (x) exclusively between or among Boston Private South State and its SubsidiariesSubsidiaries or (y) not primarily related to Taxes and entered into in the ordinary course of business consistent with past practice); (x) neither Boston Private South State nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) South State), or (B) has any material liability for the Taxes of any person (other than Boston Private South State or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), ) or otherwise as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Atlantic Capital Bancshares, Inc.), Agreement and Plan of Merger (SOUTH STATE Corp)

Taxes and Tax Returns. (a) With Sterling has previously delivered or made available to Roma copies of the federal, state and local income tax returns of Sterling, Sterling Bank and the Sterling Subsidiaries (hereinafter Sterling, Sterling Bank and the Sterling Subsidiaries are sometimes referred to collectively as the “Sterling Group”) for the years 2008, 2007 and 2006 and all schedules and exhibits thereto, and none of Sterling, Sterling Bank or any Sterling Subsidiary has received any written notice that such returns have been examined by the Internal Revenue Service or any other taxing authority. Sterling, Sterling Bank and the Sterling Subsidiaries have duly filed (taking into account any valid extensions of time for filing) and, with respect to Boston Private tax returns due (taking into account any valid extensions of time for filing) between the date hereof and its Subsidiaries: the Effective Time of the Merger, will timely file (itaking into account any valid extensions of time for filing) each of Boston Private in correct form all federal, state and its Subsidiaries has duly local information returns and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are tax returns required to be filed by itSterling, Sterling Bank or any Sterling Subsidiary, and Sterling, Sterling Bank and each Sterling Subsidiary have duly paid or made adequate provisions for the payment of all taxes and other governmental charges relating to taxes that are due and owing by Sterling, Sterling Bank or any Sterling Subsidiary to any federal, state or local taxing authorities, whether or not reflected in such Tax Returns returns (including, without limitation, those due and owing in respect of the properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls of Sterling, Sterling Bank or any Sterling Subsidiary), other than taxes and other charges that (i) are true, correct and complete being contested in all material respects; good faith or (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or have not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes finally determined. All taxes not yet due and payable; payable by, or with respect to the income, assets, properties, activities or operations of, the Sterling Group, (viii) neither Boston Private nor any did not, as of its Subsidiaries has granted any extension or waiver December 31, 2009, exceed the reserve for such tax liabilities (excluding deferred taxes established to reflect timing differences between book and tax income) set forth on the face of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any Financial Statements of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of TaxesSterling, and there are no threatened (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in writing accordance with the past custom and practice in filing tax returns relating to such taxes. None of Sterling, Sterling Bank or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) Sterling Subsidiary has ever been a member of an affiliated any consolidated, combined or unitary group filing a consolidated federal income Tax Return for which the statute of limitations is open corporations (other than a group the common parent of which Sterling was Boston Privatethe parent) or (B) has any material liability for the Taxes which it could be liable for taxes of any other person (other than Boston Private or any of its Subsidiaries) under pursuant to Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or foreign tax law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sterling Banks, Inc.), Agreement and Plan of Merger (Roma Financial Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Premier and its Subsidiaries has duly filed all federal, state, county, foreign and, to the best of Premier's knowledge, local information returns and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are tax returns required to be filed by it, and it on or prior to the date hereof (all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) and has duly paid or made provisions for the payment of all Taxes and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (iiincluding, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) neither Boston Private other than Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined. The income tax returns of Premier and its Subsidiaries have been examined by the IRS and any liability with respect thereto has been satisfied for all years to and including 1987, and either no material deficiencies were asserted as a result of such examination for which Premier does not have adequate reserves or all such deficiencies were satisfied. There are no material disputes pending, or claims asserted for, Taxes or assessments upon Premier or any of its Subsidiaries for which Premier does not have adequate reserves, nor has Premier or any of its Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (A) proper and accurate amounts have been withheld by Premier and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Premier, (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by Premier and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, (C) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by Premier in its consolidated financial statements as of December 31, 1994, and (D) there are no Tax liens upon any property or assets of Premier or its Subsidiaries except liens for current taxes not yet due. Neither Premier nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are due have has been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof include in income any adjustment pursuant to Section 481 of the exempt nature Code by reason of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid a voluntary change in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made accounting method initiated by Boston Private Premier or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on and the assets of Boston Private IRS has not initiated or proposed any of its Subsidiaries relating such adjustment or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) change in accounting method. Except as set forth in the financial statements described in Section 4.7, neither Boston Private Premier nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of entered into a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries transaction which is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such being accounted for as an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment installment obligation under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) 453 of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Premier Financial Services Inc), Agreement and Plan of Reorganization (Northern Illinois Financial Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Company and its Subsidiaries has duly and timely filed (including taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct correct, and complete in all material respects; (ii) neither Boston Private Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice)Return; (iii) all material Taxes of Boston Private Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private Company and its Subsidiaries has collected or withheld and paid all material Taxes required to have been collected or withheld and to the extent required by applicable law have paid in connection with such amounts paid or owing to any employee, creditor, shareholder, independent contractor the proper governmental authority or other third partyperson; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viiivi) neither Boston Private nor the federal income Tax Returns of Company and its Subsidiaries for all years up to and including December 31, 2013 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (vii) no deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against Company or any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and Subsidiaries; (viii) there are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of Boston Private Company and its Subsidiaries or the assets of Boston Private Company and its Subsidiaries (ix) in the last six years, neither Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Company or any of its Subsidiaries was required to file any Tax Return that was not filed; (x) Company has made available to Parent true, correct, and complete copies of any private letter ruling requests, technical advice memorandum received, voluntary compliance program statement or similar agreement, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six years; (xi) Company and each of its Subsidiaries has in its respective files all Tax Returns that it is required to retain in respect of withholding and information reporting requirements imposed by the Code (including the requirements of Chapters 3, 4 and 61 of the Code) or any similar foreign, state or local law; (xii) Company and each of its Subsidiaries has systems, processes and procedures in place in order to materially comply with Sections 1471 through 1474 of the Code and any similar provision of foreign law; (xiii) there are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Company or any of its Subsidiaries; (ixxiv) neither Boston Private Company nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private Company and its Subsidiaries); (xxv) neither Boston Private Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston PrivateCompany) or (B) has any material liability for the Taxes of any person (other than Boston Private Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xixvi) neither Boston Private Company nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code; (xiixvii) neither Boston Private Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b)(2); and (xiiixviii) at no time during the past five (5) years has Boston Private Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; and (xix) neither Company nor any of its Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting, (B) installment sale or open transaction disposition made on or prior to the closing date, or (C) prepaid amount received on or prior to the Closing Date, in each of case (A), (B) and (C), outside of the ordinary course of business.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Royal Bank of Canada), Agreement and Plan of Merger (City National Corp)

Taxes and Tax Returns. (a) With respect to Boston Private Merchants and its Subsidiaries: (i) each of Boston Private and its Subsidiaries has Merchants Subsidiary have duly and timely filed (including all applicable extensionsand until the Effective Time will so file) all material Tax Returns in all jurisdictions in which Tax Returns are returns, declarations, reports, information returns and statements ("Returns") required to be filed by itthem in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and except as set forth in the Merchants Disclosure Schedule, each has duly paid (and until the Effective Time will so pay) all such Tax Returns are truetaxes shown as due on such returns, correct and complete in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions taxes or other charges which are being contested in good faith (and disclosed to file Tax Returns obtained Valley in writing). Merchants and each Merchants Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Merchants or any Merchants Subsidiary through such date, which reserves are adequate for such purposes. To the knowledge of Merchants, except as set forth in the ordinary course Merchants Disclosure Schedule, the federal income tax returns of business consistent with past practice); (iii) all material Taxes of Boston Private Merchants and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and timely paid and all Taxes required to no deficiencies were asserted as a result of such examinations which have not been collected resolved and paid on in full. To the sale knowledge of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated Merchants, except as sales or use taxes) have been properly set forth in the Merchants Disclosure Schedule, the applicable state income and timely collected and paid, or all sales local tax exemption certificates or other proof returns of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private Merchants and its Subsidiaries has withheld and paid all material Taxes required to have been withheld examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in connection with amounts paid or owing to any employeefull. To the knowledge of Merchants, creditor, shareholder, independent contractor there are no audits or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirementsadministrative or court proceedings presently pending nor any other disputes pending, in respect of payments made by Boston Private or claims asserted for, taxes or assessments upon Merchants or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on nor except as set forth in the assets of Boston Private Merchants Disclosure Schedule, has Merchants or any of its Subsidiaries relating given any currently outstanding waivers or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any comparable consents regarding the application of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) with respect to any taxes or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeReturns.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Merchants New York Bancorp Inc), Agreement and Plan of Merger (Valley National Bancorp)

Taxes and Tax Returns. (a) With respect Except as would not, individually or in the aggregate, reasonably be expected to Boston Private and its Subsidiaries: have a Material Adverse Effect on the Company, (i) each of Boston Private the Company and its Subsidiaries has (a) duly and timely filed (including all applicable extensions) all federal income Tax Returns and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it on or prior to the date of this Agreement (all such Tax Returns are true, correct being accurate and complete in all material respects; ) and (iib) neither Boston Private nor has paid all Taxes due and owing by the Company or any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax ReturnsReturn); (ii) neither the Company nor any of its Subsidiaries currently is the beneficiary of any extension of time in excess of six months within which to file any Tax Return; (iii) federal, state and local income Tax Returns of the Company and its Subsidiaries have been examined by the IRS or other relevant taxing authority, or the statute of limitations for assessment with respect to such Tax Returns has expired, for all years to and including 2004, and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent requiredadequate under GAAP; (iv) to the Company’s knowledge, no claim has ever been made by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction; (v) there are no Liens for Taxes (other than Permitted Liens) upon any of the assets of the Company or any of its Subsidiaries; and (vi) each of Boston Private the Company and its Subsidiaries has have withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholderstockholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on . Neither the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private Company nor any of its Subsidiaries has received from any foreign, federal, state, or local taxing authority (including jurisdictions where the Company or its Subsidiaries have not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) written notice of a material assessment deficiency or proposed material assessment in connection with adjustment for any amount of TaxesTax proposed, and there are no threatened in writing asserted, or pending disputes, claims, audits, examinations assessed by any taxing authority against the Company or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private . Neither the Company nor any of its Subsidiaries is has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a party to Tax assessment or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private deficiency. Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group of which the Company or any of its Subsidiaries is currently the common parent of which was Boston Private) Parent or (B) has any material liability for the Taxes of any person (other than Boston Private or any of the Company and its Subsidiaries) Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local local, or foreign lawLaw), as a transferee or successor, by contract contract, or otherwise; . Any material liabilities for Taxes not yet due and payable, or which are being contested in good faith by appropriate proceedings, with respect to the Company and any of its Subsidiaries (xiX) neither Boston Private did not, as of December 31, 2009, exceed by a material amount the reserve for Tax liabilities set forth on the face of the consolidated balance sheet of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and (Y) do not exceed by a material amount that reserve as adjusted for Tax liabilities incurred in the Ordinary Course of Business. Neither the Company nor any of its Subsidiaries has beena permanent establishment outside of the national jurisdiction in which it was formed. There are no material disputes pending, within or written claims asserted, for Taxes or assessments upon the Company or any of its Subsidiaries for which the Company does not have reserves that are adequate under GAAP. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Within the past two (2) years or otherwise as part years, neither the Company nor any of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, its Subsidiaries has been a “distributing corporation” or a “controlled corporation” (within the meaning of in a distribution intended to qualify under Section 355(a)(1)(A355(a) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of . Neither the Code; (xii) neither Boston Private Company nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(24(b); . As of the date of this Agreement, the Company is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger and (xiii) at no time during the past five (5) years has Boston Private been Second Step Merger, taken together, from qualifying as a United States real property holding corporation “reorganization” within the meaning of Section 897(c)(2368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Labranche & Co Inc), Agreement and Plan of Merger (Cowen Group, Inc.)

Taxes and Tax Returns. (a) With respect to Boston Private Each of Seller and its Subsidiaries: (i) each of Boston Private and its the Subsidiaries has duly and timely filed (including all applicable extensionsand until the Effective Time will so file) all material Tax Returns in all jurisdictions in which Tax Returns are returns, declarations, reports, information returns and statements (“Returns”) required to be filed or sent by it, or with respect to them in respect of any Taxes (as hereinafter defined) and has duly paid (and until the Effective Time will so pay) all such Tax Returns Taxes due and payable other than Taxes or other charges which (i) are true, correct being contested in good faith (and complete in all material respects; are set forth on Seller Disclosure Schedule 3.7(a)) and (ii) neither Boston Private nor any of its have not finally been determined. Seller and the Subsidiaries is have established (and until the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iiiEffective Time will establish) all material Taxes of Boston Private on their books and its Subsidiaries (whether or not shown on any Tax Returns) records reserves that are due have been fully and timely paid and adequate for the payment of all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; , whether or not disputed or accrued, as applicable. Except as set forth in Seller Disclosure Schedule 3.7(a), (viii) neither Boston Private the federal income tax returns of Seller and the Subsidiaries have not been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Alabama, Connecticut and Delaware franchise tax returns of Seller and the Subsidiaries, as applicable, respectively, have not been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. All Returns filed (and until the Effective Time to be filed) are or will be, as applicable, complete and accurate in all material respects. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted in writing for, Taxes or assessments upon Seller or the Subsidiaries, and no taxing authority has given written notice of its the commencement of any audit, examination or deficiency action. Neither Seller nor the Subsidiaries has granted given any extension currently outstanding waivers or waiver comparable consents regarding the application of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) with respect to any Taxes or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeReturns.

Appears in 2 contracts

Samples: Plan of Merger (Heritage Financial Holding), Plan of Merger (Peoples Holding Co)

Taxes and Tax Returns. (a) With respect to Boston Private Each of OSB and its Subsidiaries: (i) each of Boston Private and its the OSB Subsidiaries has duly filed all federal, state, county, foreign and, to the best of OSB's knowledge, local information returns and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are tax returns required to be filed by it, and it (all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) and has duly paid or made provisions for the payment of all Taxes (iias defined in Section 3.10(b)) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within and other governmental charges which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether have been incurred or not shown on any Tax Returns) that are due have been fully or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined. The income tax returns of OSB and the OSB Subsidiaries remain open for the applicable statutory time periods and any deficiencies, penalties or assessments have been paid or provided for in OSB's consolidated financial statements. There are no material disputes pending with respect to, or claims asserted for, Taxes or assessments upon OSB or any of the OSB Subsidiaries for which OSB does not have adequate reserves, nor has OSB or any of the OSB Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county, foreign or local income tax return for any period. In addition, (ivi) each of Boston Private proper and its Subsidiaries has withheld and paid all material Taxes required to accurate amounts have been withheld by OSB and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its the OSB Subsidiaries has complied from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state, foreign and local laws, except where failure to do so would not have a Material Adverse Effect on OSB, (ii) federal, state, foreign, county and local returns which are accurate and complete in all material information reporting respects have been filed by OSB and withholding requirements, in respect each of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records the OSB Subsidiaries for all periods for which returns were due with respect thereto; to income tax withholding, Social Security and unemployment taxes, (viiii) the amounts shown on such federal, state, foreign, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by OSB in its consolidated financial statements as of December 31, 1995, and (iv) there are no material Liens on the Tax liens upon any property or assets of Boston Private OSB or any of its the OSB Subsidiaries relating or attributable to Taxes other than Liens except liens for Taxes current taxes not yet due and payable; (vii) due. Except as set forth in Schedule 3.10(a), neither Boston Private OSB nor any of its the OSB Subsidiaries has granted been required to include in income any extension or waiver adjustment pursuant to Section 481 of the limitation period applicable to Code by reason of a voluntary change in accounting method initiated by OSB or any material Tax that remains of the OSB Subsidiaries, and the Internal Revenue Service (the "IRS") has not initiated or proposed any such adjustment or change in effect; (viii) accounting method. Except as set forth in the financial statements described in Section 3.6, neither Boston Private OSB nor any of its the OSB Subsidiaries has received any notice of entered into a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries transaction which is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such being accounted for as an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment installment obligation under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) 453 of the Code.

Appears in 2 contracts

Samples: Employment Agreement (Osb Financial Corp), Employment Agreement (FCB Financial Corp)

Taxes and Tax Returns. (a) With respect to Boston Private Each of Seller and its the Seller Subsidiaries: , and the affiliated, combined or unitary group (iwithin the meaning of applicable federal income tax law) each of Boston Private which any such corporation is or was a member, as the case may be (individually a "SELLER AFFILIATE" and its Subsidiaries collectively, "SELLER AFFILIATES"), has duly and timely filed (including all applicable extensionsand until the Effective Time will so file) all material Tax Returns in all jurisdictions in which Tax Returns are returns, declarations, reports, information returns and statements ("RETURNS") required to be filed or sent by itor with respect to them in respect of any Taxes (as hereinafter defined), and has duly paid (and until the Effective Time will so pay) all such Tax Returns Taxes due and payable other than Taxes or other charges which (i) are true, correct being contested in good faith (and complete in all material respects; are set forth on Seller Disclosure Schedule 3.7(a)) and (ii) neither Boston Private nor any of its have not finally been determined. Seller, the Seller Subsidiaries is and the beneficiary of any extension of time within which to file any material Tax Return Seller Affiliates have established (other than extensions to file Tax Returns obtained in and until the ordinary course of business consistent with past practice); (iiiEffective Time will establish) all material Taxes of Boston Private on their books and its Subsidiaries (whether or not shown on any Tax Returns) records reserves that are due have been fully and timely paid and adequate for the payment of all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; , whether or not disputed or accrued, as applicable. Except as set forth in Seller Disclosure Schedule 3.7(a), (viii) neither Boston Private the federal income tax returns of Seller, the Seller Subsidiaries and the Seller Affiliates have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Texas franchise tax returns of Seller, the Seller Subsidiaries and the Seller Affiliates have been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. There are no audits or other administrative or court proceedings presently pending nor any of its Subsidiaries has granted other disputes pending, or claims asserted for, Taxes or assessments upon Seller or any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private Seller Subsidiaries or Seller Affiliates, nor has Seller or any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its the Seller Subsidiaries or Seller Affiliates given any currently outstanding waivers or comparable consents regarding the assets application of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) with respect to any Taxes or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeReturns.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jacksonville Bancorp Inc), Agreement and Plan of Merger (Franklin Bank Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Yadkin and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it on or before the date of this Agreement (all such Tax Returns are true, correct returns being accurate and complete in all material respects; (ii) neither Boston Private nor any ), has paid all Taxes shown thereon as arising and has duly paid or made provision for the payment of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of Boston Private its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against. Yadkin and its Subsidiaries (whether or are not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing subject to any employee, creditor, shareholder, independent contractor ongoing or other third party; unresolved examination or audit by the Internal Revenue Service (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there “IRS”). There are no material Liens on the assets of Boston Private disputes pending, or claims asserted, for Taxes or assessments upon Yadkin or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes which Yadkin does not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax have reserves that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private adequate under GAAP. Neither Yadkin nor any of its Subsidiaries is a party to or is bound by any material Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private Yadkin and its Subsidiaries); (x) . Within the past five years, neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private Yadkin nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, been a “distributing corporation” or a “controlled corporation” (within the meaning of in a distribution intended to qualify under Section 355(a)(1)(A355(a) of the Code. Neither Yadkin nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private , no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Yadkin or any of its Subsidiaries. Neither Yadkin nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(24(b)(1); and (xiii) at no time during . Neither Yadkin nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent, or would be reasonably likely to prevent, the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Mergers from qualifying as reorganizations under Section 897(c)(2368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vantagesouth Bancshares, Inc.), Agreement and Plan of Merger (YADKIN FINANCIAL Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private the Company and its Subsidiaries has duly and timely filed (including taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct correct, and complete in all material respectsrespects and were prepared in substantial compliance with all applicable laws and regulations; (ii) neither Boston Private the Company nor any of its Subsidiaries is the beneficiary of any extension of time (other than automatic extensions) within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice)Return; (iii) all material Taxes of Boston Private the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all or adequate reserves for such Taxes required to have been collected and paid established in accordance with GAAP as set forth on the sale of products or Taxable services by Boston Private or its Subsidiaries Company Financial Statements (whether or rather than the notes thereto) and the Company has not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof incurred any material Taxes outside of the exempt nature ordinary course of sales of such products or services have been properly collected, retained and submitted, to business since the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third partyBalance Sheet Date; (v) each of Boston Private the Company and its Subsidiaries has complied in all material respects with all laws relating to the withholding and collection of Taxes and has collected or withheld all Taxes required to have been collected or withheld and to the extent required by applicable law have paid such amounts to the proper governmental authority or other applicable person, except as would not result in material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect theretoliability to the Company; (vi) there are no material Liens on neither the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Company nor any of its Subsidiaries has granted any extension or waiver of the statute of limitations or limitation period applicable to any material Tax that remains in effect; (viiivii) neither Boston Private nor no deficiency or claim with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and Subsidiaries; (vii) there are no pending or, to the knowledge of the Company, threatened in writing or pending disputes, claims, audits, examinations examinations, proposed adjustments, or other proceedings regarding any material Tax Taxes of Boston Private the Company and its Subsidiaries or the assets of Boston Private Company and its Subsidiaries and no notice indicating an intent to open an audit or other review has been received by the Company or its Subsidiaries; (ix) neither Boston Private the Company nor any of the Subsidiaries has a branch, agency, permanent establishment or is otherwise engaged in business in a country other than the country of its incorporation or organization and neither the Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to file any Tax Return that was not filed; (x) the Company has made available to Parent true, correct, and complete copies of all income and other material Tax Returns of the Company and its Subsidiaries filed for taxable periods ending after December 31, 2010 or for which the statute of limitations remains open and any private letter ruling requests, technical advice memoranda received, voluntary compliance program statements or similar agreements, closing agreements or gain recognition agreements with respect to Taxes; (xi) the Company and each of its Subsidiaries has systems, processes and procedures in place in order to comply with Sections 1471 through 1474 of the Code and any similar provision of foreign law; (xii) there are no Liens for Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any of its Subsidiaries; (xiii) neither the Company nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private the Company and its Subsidiaries); (xxiv) neither Boston Private the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Privatethe Company) or (B) has any material liability for the Taxes of any person (other than Boston Private the Company or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xixv) neither Boston Private the Company nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code; (xiixvi) neither Boston Private the Company nor any of its the Subsidiaries is or has participated been a party to any “reportable transaction,” as defined in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(24(b); (xvii) each of the Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax with the meaning of Section 6662 of the Code; (xiiixviii) at no time during the past five (5) years has Boston Private the Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; (xix) all related-party transactions involving the Company or any of the Subsidiaries are at arm’s length in material compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any comparable provision of any other Tax laws, and all notification, documentation and similar requirements with respect thereto have been timely satisfied; (xx) each of the Company and the Subsidiaries has conducted all aspects of its business in accordance with the terms and conditions of all Tax rulings, Tax concessions and Tax holidays that were provided by any relevant Governmental Authority; and (xxi) neither the Company nor any of the 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 Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (C) 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 foreign income Tax law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, (E) election under Section 108(i) of the Code made on or prior to the Closing Date, or (F) prepaid amount received on or prior to the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yodlee Inc), Agreement and Plan of Merger (Envestnet, Inc.)

Taxes and Tax Returns. (a) With respect to Boston Private Each of Seller and its Subsidiaries: (i) each of Boston Private and its the Subsidiaries has duly and timely filed (including all applicable extensionsand until the Effective Time will so file) all material Tax Returns in all jurisdictions in which Tax Returns are returns, declarations, reports, information returns and statements (“Returns”) required to be filed or sent by it, or with respect to them in respect of any Taxes (as hereinafter defined) and has duly paid (and until the Effective Time will so pay) all such Tax Returns Taxes due and payable other than Taxes or other charges which (i) are true, correct being contested in good faith (and complete in all material respects; are set forth on Seller Disclosure Schedule 3.7(a)) and (ii) neither Boston Private nor any of its have not finally been determined. Seller and the Subsidiaries is have established (and until the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iiiEffective Time will establish) all material Taxes of Boston Private on their books and its Subsidiaries (whether or not shown on any Tax Returns) records reserves that are due have been fully and timely paid and adequate for the payment of all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; , whether or not disputed or accrued, as applicable. Except as set forth in Seller Disclosure Schedule 3.7(a), (viii) neither Boston Private the federal income tax returns of Seller and the Subsidiaries have not been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Tennessee and Delaware franchise tax returns of Seller and the Subsidiaries, as applicable, respectively, have not been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. All Returns filed (and until the Effective Time to be filed) are or will be, as applicable, complete and accurate in all material respects. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted in writing for, Taxes or assessments upon Seller or the Subsidiaries, and no taxing authority has given written notice of its the commencement of any audit, examination or deficiency action. Neither Seller nor the Subsidiaries has granted given any extension currently outstanding waivers or waiver comparable consents regarding the application of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) with respect to any Taxes or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeReturns.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Renasant Corp), Agreement and Plan of Merger (Capital Bancorp Inc)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Company and its Subsidiaries has duly and timely filed (including taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct correct, and complete in all material respects; (ii) neither Boston Private Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice)Return; (iii) all material Taxes of Boston Private Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private Company and its Subsidiaries has collected or withheld and paid all material Taxes required to have been collected or withheld and to the extent required by applicable law have paid in connection with such amounts paid or owing to any employee, creditor, shareholder, independent contractor the proper governmental authority or other third partyperson; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viiivi) neither Boston Private nor the federal income Tax Returns of Company and its Subsidiaries for all years up to and including December 31, 2013 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (vii) no deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against Company or any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and Subsidiaries; (viii) there are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of Boston Private Company and its Subsidiaries or the assets of Boston Private Company and its Subsidiaries (ix) in the last six years, neither Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Company or any of its Subsidiaries was required to file any material Tax Return that was not filed; (x) Company has made available to Parent true, correct, and complete copies of any private letter ruling requests, technical advice memorandum received, voluntary compliance program statement or similar agreement, closing agreements or gain recognition agreements with respect to material Taxes requested or executed in the last six years; (xi) Company and each of its Subsidiaries has in its respective files all Tax Returns that it is required to retain in respect of withholding and information reporting requirements imposed by the Code (including the requirements of Chapters 3, 4 and 61 of the Code) or any similar foreign, state or local law; (xii) Company and each of its Subsidiaries has systems, processes and procedures in place in order to materially comply with Sections 1471 through 1474 of the Code and any similar provision of foreign law; (xiii) there are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Company or any of its Subsidiaries; (ixxiv) neither Boston Private Company nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private Company and its Subsidiaries); (xxv) neither Boston Private Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston PrivateCompany) or (B) has any material liability for the Taxes of any person (other than Boston Private Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xixvi) neither Boston Private Company nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code; (xiixvii) neither Boston Private Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b)(2); and (xiiixviii) at no time during the past five (5) years has Boston Private Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; (xix) neither Company nor any of its Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting, (B) installment sale or open transaction disposition made on or prior to the closing date, or (C) prepaid amount received on or prior to the Closing Date, in each of case (A), (B) and (C), outside of the ordinary course of business; and (xx) all Subsidiaries of the Company are members of a consolidated group for U.S. federal income tax purposes for which the Company is the common parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Privatebancorp, Inc), Agreement and Plan of Merger (Canadian Imperial Bank of Commerce /Can/)

Taxes and Tax Returns. (a) With respect to Boston Private and its SubsidiariesExcept as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on Atlantic Capital: (i) each of Boston Private Atlantic Capital and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct and complete in all material respectscomplete; (ii) neither Boston Private Atlantic Capital nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practicecourse); (iii) all material Taxes of Boston Private Atlantic Capital and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private Atlantic Capital and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Atlantic Capital nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effecteffect (other than extension or waiver granted in the ordinary course of business); (viii) neither Boston Private Atlantic Capital nor any of its Subsidiaries has received any written notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private Atlantic Capital and its Subsidiaries or the assets of Boston Private Atlantic Capital and its Subsidiaries; neither Atlantic Capital nor any of its Subsidiaries has entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (ix3) years; neither Boston Private Atlantic Capital nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private Atlantic Capital and its Subsidiaries); (x) neither Boston Private Atlantic Capital nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) Atlantic Capital), or (B) has any material liability for the Taxes of any person (other than Boston Private Atlantic Capital or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), ) or otherwise as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Atlantic Capital Bancshares, Inc.), Agreement and Plan of Merger (SOUTH STATE Corp)

Taxes and Tax Returns. (a) With respect to Boston Private Each of KTYB and its Subsidiaries: (i) each of Boston Private and its the KTYB Subsidiaries has duly and timely filed (including taking into account all applicable extensions) all federal and state Tax Returns, and all other material Tax Returns Returns, in all jurisdictions in which Tax Returns are required to be filed by it, and all such the Tax Returns are true, correct and complete in all material respects; (ii) neither Boston Private . Neither KTYB nor any of its the KTYB Subsidiaries is the beneficiary of any extension of time within which to file any federal or state Tax Return or other material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business course, consistent with past practicepractices); (iii) . All federal and state Taxes and all other material Taxes of Boston Private KTYB and its the KTYB Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid paid. Each of KTYB and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its KTYB Subsidiaries has withheld and paid all federal and state Taxes and all other material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; . The balance sheet for KTYB and the KTYB Subsidiaries reflects all liability for unpaid federal and state Taxes and other material unpaid Taxes of KTYB and the KTYB Subsidiaries for periods (vor portions of periods) each through the date of Boston Private and its Subsidiaries has complied such balance sheet. Except as may be disclosed in all material respects with all material information reporting and withholding requirementsSection 3.10 of the KTYB Disclosure Schedule, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private KTYB nor any of its the KTYB Subsidiaries has granted any extension or waiver of the limitation period applicable to any federal or state Tax or other material Tax that remains in effect; . The federal income Tax Returns of KTYB and the KTYB Subsidiaries for all years to and including 2016 have been examined by the Internal Revenue Service (viiithe “IRS”) neither Boston Private or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither KTYB nor any of its the KTYB Subsidiaries has received any written notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending or, to the knowledge of KTYB, threatened, disputes, claims, audits, examinations or other proceedings regarding any federal or state Tax or other material Tax of Boston Private KTYB and its the KTYB Subsidiaries or the assets of Boston Private KTYB and its the KTYB Subsidiaries; . KTYB has made available to SYBT true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (ix6) neither Boston Private years. Neither KTYB nor any of its the KTYB Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private KTYB and its the KTYB Subsidiaries); (x) neither Boston Private . Neither KTYB nor any of its the KTYB Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which is or was Boston PrivateKTYB) or (Bii) has any material liability for the Taxes of any person (other than Boston Private KTYB or any of its the KTYB Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private . Neither KTYB nor any of its the KTYB Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a partyears, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private . Neither KTYB nor any of its the KTYB Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b)(24(b)(1); and (xiii) at . At no time during the past five (5) years has Boston Private KTYB been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stock Yards Bancorp, Inc.), Agreement and Plan of Merger (Stock Yards Bancorp, Inc.)

Taxes and Tax Returns. (a) With respect to Boston Private For purposes of this Section 3.9, Edify shall include Edify and its Subsidiaries: (i) each of Boston Private Edify Subsidiary and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether affiliated or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products related corporation or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private entity if Edify or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private Edify Subsidiary has or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has could have any material liability for the Taxes of any person such corporation or entity. Edify has duly filed all Tax Returns required to be filed by it on or before the date hereof (all such returns being accurate and complete in all material respects) and has duly paid or made provision in the financial statements referred to in Sections 3.5 and 6.8 hereof in accordance with GAAP for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by Taxing Authorities on or before the date hereof other than Boston Private Taxes (a) that (x) are not yet delinquent or any (y) are being contested in good faith and set forth in Section 3.9 of the Edify Disclosure Schedule and (b) that have not been finally determined. The charges, accruals, and reserves with respect to Taxes in the financial statements referred to in Sections 3.5 and 6.8 are adequate (determined in accordance with GAAP) and are at least equal to its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), liability for Taxes. There exists no proposed tax assessment against Edify except as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within disclosed in the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within financial statements referred to in Sections 3.5 and 6.8 hereof in accordance with GAAP. No consent to the meaning application of Section 355(e341(f)(2) of the Code has been filed with respect to any property or assets held, acquired, or to be acquired by Edify. All Taxes that Edify is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Taxing Authority. All liability with respect to the Tax Returns of Edify has been satisfied for all years to and including 1998. No Taxing Authority has notified Edify of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Returns of Edify subsequent to 1994. There are no material disputes pending, or claims asserted, for Taxes or assessments of Edify, nor has Edify given or been requested to give any currently effective waiver extending the statutory period of limitation applicable to any Tax Return. In addition, Tax Returns that are accurate and complete in all material respects have been filed by Edify for all periods for which returns were due with respect to income and employment tax withholding with respect to wages and other income and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by Edify in the financial statements referred to in Sections 3.5 and 6.8 hereto. All Edify Tax Returns have been examined by the relevant Taxing Authorities, or closed without audit by applicable statutes of limitations, and all deficiencies proposed as a result of such examinations have been paid or settled, for all periods before and including the taxable year ended December 31, 1994. Edify has provided or made available to S1 complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to Taxes for each taxable year or other relevant period as to which the Merger is also a partapplicable statute of limitations has not run on the date hereof. For this purpose, a “distributing corporation” "correspondence and documents" include, without limitation, amended Tax Returns, pending claims for refunds, notices from Taxing Authorities of proposed changes or a “controlled corporation” (within the meaning adjustments to Taxes or Tax Returns that have not been finally resolved, consents to assessment or collection of Section 355(a)(1)(A) Taxes, acceptances of the Code) in a distribution proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeEdify.

Appears in 2 contracts

Samples: Stockholder Agreement (Security First Technologies Corp), Stockholder Agreement (Edify Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Parent and its Subsidiaries has duly and timely filed (including taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct correct, and complete in all material respects; (ii) neither Boston Private Parent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice)Return; (iii) all material Taxes of Boston Private Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private Parent and its Subsidiaries has collected or withheld and paid all material Taxes required to have been collected or withheld and to the extent required by applicable law have paid in connection with such amounts paid or owing to any employee, creditor, shareholder, independent contractor the proper governmental authority or other third partyperson; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Parent nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viiivi) neither Boston Private nor the material income Tax Returns of Parent and its Subsidiaries for all years up to and including December 31, 2011 have been examined by the relevant Tax authority or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (vii) no deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against Parent or any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and Subsidiaries; (viii) there are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of Boston Private Parent and its Subsidiaries or the assets of Boston Private Parent and its Subsidiaries; (ix) in the last six (6) years, neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private Parent nor any of its Subsidiaries has beenbeen informed in writing by any jurisdiction that the jurisdiction believes that Parent or any of its Subsidiaries was required to file any Tax Return that was not filed; (x) Parent has made available to the Company true, within correct, and complete copies of any ruling requests to a Tax authority, technical advice memorandum received from a Tax authority, voluntary compliance program statement or similar agreement, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the past two last six (26) years or otherwise as part years; (xi) Parent and each of a “plan its Subsidiaries has systems, processes and procedures in place in order to materially comply with Sections 1471 through 1474 (or series of related transactions)” within the meaning of Section 355(eFATCA) of the Code and any similar provision of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Codeforeign law; (xii) neither Boston Private nor there are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Parent or any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.Subsidiaries;

Appears in 1 contract

Samples: Agreement and Plan of Merger

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each of Boston Private Parent and its Subsidiaries has have duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it on or prior to the date hereof (all such Tax Returns are true, correct returns being accurate and complete in all material respects; (ii) neither Boston Private nor any ), except that all such failures to file, taken together, as would not likely have a Material Adverse Effect on Parent, and has duly paid or made provision on the financial statements for the periods ended December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005, and as referred to in Section 4.8 hereof, in accordance with GAAP for the payment of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries which have been incurred or are due or claimed to be due from it by Taxing Authorities on or prior to the date hereof other than Taxes (whether or not shown on any Tax Returnsa) that (x) are due have been fully not yet delinquent or (y) are being contested in good faith and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof set forth in Section 4.11 of the exempt nature of sales of such products or services Parent and Merger Sub Disclosure Schedule (b) that have not been properly collectedfinally determined, retained and submitted(c) the failure to pay, taken together, would not likely have a Material Adverse Effect on Parent. All liability with respect to the extent required; (iv) each Tax Returns of Boston Private Parent and its Subsidiaries has withheld been satisfied for all years prior to and paid all including 2004. The IRS has not notified Parent of, or to the Knowledge of Parent otherwise asserted, that there are any material deficiencies with respect to the federal income Tax Returns of Parent. There are no material disputes pending, or to the Knowledge of Parent claims asserted for, Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private assessments upon Parent or any of its Subsidiaries. In addition, including maintenance of required records Tax Returns which are accurate and complete in all material respects have been filed by Parent and its Subsidiaries for all periods for which returns were due with respect thereto; to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by Parent in the financial statements for the periods ended December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005, and as referred to in Section 4.8 hereof. The unpaid Taxes of Parent (vii) there are no material Liens did not, as of the date of any financial statement referred to in Parent’s Annual Reports on Form 10-KSB exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the assets face of Boston Private or any of its Subsidiaries relating or attributable to Taxes such financial statements (other than Liens the notes thereto) and (ii) will not exceed such reserve as adjusted for Taxes not yet due the passage of time though the Closing Date in accordance with past custom and payable; (vii) neither Boston Private practice of Parent in filing its Tax Returns. Neither Parent nor any of its Subsidiaries has granted been asked to consent to, and has not consented to, any currently effective waiver or extension or waiver of any statute of limitations with respect to any Tax. Neither Parent nor any Subsidiary has made an election under Section 341(f) of the limitation period applicable Code. Parent has provided or made available to Company complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for Parent’s fiscal years 2000, 2001, 2002, 2003 and 2004. For this purpose, “correspondence and documents” include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax that remains in effect; (viii) neither Boston Private nor any liability of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeSubsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private VBI and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it on or prior to the date hereof (all such Tax Returns are true, correct returns being accurate and complete in all material respects; (ii) neither Boston Private nor any ), and has duly paid or made provision on the financial statements referred to in Sections 3.6 and 6.6 hereof in accordance with EXECUTION COPY GAAP for the payment of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether which have been incurred or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required or claimed to have been collected and paid be due from it by Taxing Authorities on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, prior to the extent required; (iv) each date hereof. All liability with respect to the Tax Returns of Boston Private VBI and its Subsidiaries has withheld been satisfied for all years to and paid all including 2004. The Internal Revenue Service (“IRS”) has not notified VBI of, or to the Knowledge of VBI otherwise asserted, that there are any material Taxes required deficiencies with respect to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each the federal income Tax Returns of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private VBI or any of its Subsidiaries. The Colorado Department of Revenue has not notified VBI of, including maintenance or to the Knowledge of required records VBI otherwise asserted, that there are any material deficiencies with respect thereto; (vi) there are no material Liens on to the assets Colorado Tax Returns of Boston Private VBI or any of its Subsidiaries. There are no material disputes pending with respect to, or to the Knowledge of VBI, claims asserted for, Taxes or assessments upon VBI or any of its Subsidiaries. In addition, Tax Returns which are accurate and complete in all material respects have been filed by VBI and its Subsidiaries relating or attributable for all periods for which returns were due with respect to Taxes other than Liens for Taxes not yet income tax withholding, Social Security and unemployment taxes and the amounts shown on such Tax Returns to be due and payable; payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by VBI in the financial statements referred to in Sections 3.6 and 6.6 hereto. The unpaid Taxes of VBI and its Subsidiaries (viii) neither Boston Private did not, as of the date of any financial statement referred to in Sections 3.6 and 6.6 hereto, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of such financial statements (excluding the notes thereto) and (ii) will not exceed such reserve as adjusted for the passage of time though the Closing Date in accordance with past custom and practice of VBI in filing its Tax Returns. Neither VBI nor any of its Subsidiaries has granted been asked to consent to or consented to any currently effective waiver or extension or waiver of any statute of limitations with respect to any Tax. Neither VBI nor any Subsidiary has made an election under Section 341(f) of the limitation period applicable Internal Revenue Code of 1986, as amended (the “Code” or “IRC”). VBI has provided or made available to Acquirer complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for VBI’s fiscal years 2000, 2001, 2002, 2003 and 2004. For this purpose, “correspondence and documents” include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of VBI or any Subsidiary. VBI is not a “foreign person” as that remains term is used in effect; § 1.1445-2 of the Treasury Regulations promulgated under the IRC. VBI is not a “United States real property holding corporation” within meaning of § 897 of the IRC and was not a “United States real property holding corporation” on any “determination date” (viiias defined in § 1.897-2(c) neither Boston Private of such Regulations) that occurred during any relevant period. Neither VBI nor any of its Subsidiaries has received any notice constituted either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in a material assessment distribution of stock intended to qualify under Section 355(a) of the Code (a) in the two years prior to the date of this Agreement (or proposed material assessment will constitute such a corporation in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party two years prior to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston PrivateClosing Date) or (Bb) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as in a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or distribution that otherwise as constitutes part of a “plan (plan” or series of related transactions)” within the meaning of Section 355(e) of the Code of which in conjunction with the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private Merger. Neither VBI nor any of its Subsidiaries has participated in a any listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years 4. Neither VBI nor any of its Subsidiaries has Boston Private ever been a United States real property holding corporation within member of a group filing consolidated, combined or unitary tax returns (other than the meaning affiliated group of Section 897(c)(2) which VBI is the common parent). Other than that certain Tax Allocation Agreement dated May 20, 2002, by and among VBI, WestStar and First Western Mortgage Services, Inc., neither VBI nor any of the Codeits Subsidiaries is a party to any Tax sharing, allocation or indemnification agreement or arrangement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vail Banks Inc)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private DMGI and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it (all such Tax Returns are true, correct being accurate and complete in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) , has timely paid all Taxes shown thereon as due and payable and has duly and timely paid all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are otherwise due and payable or claimed or asserted to be due and payable from it by federal, state, foreign or local taxing authorities other than Taxes that are being contested in good faith, which have not been finally determined, and have been fully and timely paid and all Taxes required to have been collected and paid adequately reserved against in accordance with GAAP on the sale latest financial statements contained in the DMGI Reports. Each of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private DMGI and its Subsidiaries has withheld in all material respects withheld, collected and paid over to the appropriate Taxing Authority, or is in all material respects properly holding for such payments, all Taxes required by Law to have been be withheld or collected, and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private DMGI and its Subsidiaries has complied in all material respects with all material information reporting and backup withholding requirements under all applicable legal requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there . Neither DMGI nor any of its Subsidiaries has granted any waiver of the statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that remains in effect. There are no material Liens on the assets disputes, audits, examinations or proceedings related to Taxes or Tax Returns of Boston Private DMGI or any of its Subsidiaries relating currently being conducted, pending or, to the Knowledge of DMGI, threatened, and there are no pending or, to the Knowledge of DMGI, threatened claims by any Taxing Authority for Taxes or attributable assessments, upon DMGI or any of its Subsidiaries for which DMGI does not have reserves that are adequate under GAAP on the financial statements included in the DMGI Reports. There is no deficiency for any Tax, claim for additional Taxes or other dispute or claim concerning any Tax liability, of either DMGI or any of its Subsidiaries claimed, issued or raised by any Taxing Authority in writing. No claim is currently pending that has been made in writing by a Taxing Authority in a jurisdiction where DMGI or any of its Subsidiaries does not file a Tax Return that DMGI or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no Liens for any Taxes upon any of the assets, income or operations of DMGI or any of its Subsidiaries, other than statutory Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any . No issues related to Taxes of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened DMGI were raised in writing by any Taxing Authority in any completed audit or pending disputesexamination that can reasonably be expected to recur in a later taxable period. DMGI has made available to the Orchard true and complete copies of any private letter ruling requests, claims, audits, examinations closing agreements or other proceedings regarding any material Tax of Boston Private and its Subsidiaries gain recognition agreements with respect to Taxes requested or executed in the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private last six years. Neither DMGI nor any of its Subsidiaries is a party to or is bound by any material Tax sharingSharing, allocation Agreement, whether written or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private unwritten. Neither DMGI nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston PrivateDMGI) or (B) has any material liability for the Taxes of any person (other than Boston Private DMGI or any of its SubsidiariesSubsidiaries or any of its or their predecessors) by reason of contract, agreement (including any Tax Sharing Agreement), assumption, transferee, successor or similar liability, operation of law, or under Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof or any similar or analogous provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private . Neither DMGI nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private . Neither DMGI nor any of its Subsidiaries has participated in entered into any transaction identified by the Internal Revenue Service as of the date hereof as a “listed transaction” for purposes of Treasury Regulations Section 1.6011-4(b)(2) or 301.6111-2(b)(2), or any other “reportable transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b)(2); and (xiii4(b)(1) at that required or will require the filing of an IRS Form 8886. At no time during the past five (5) years has Boston Private DMGI been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Music Group, Inc.)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private the Company and its Subsidiaries has duly and timely filed (including taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct correct, and complete in all material respects; (ii) neither Boston Private the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice)Return; (iii) all material Taxes of Boston Private the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private the Company and its Subsidiaries has collected or withheld and paid all material Taxes required to have been collected or withheld and to the extent required by applicable law have paid in connection with such amounts paid or owing to any employee, creditor, shareholder, independent contractor the proper governmental authority or other third partyperson; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on neither the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viiivi) neither Boston Private nor the federal income Tax Returns of the Company and its Subsidiaries for all years up to and including December 31, 2011 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (vii) no deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and Subsidiaries; (viii) there are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of Boston Private the Company and its Subsidiaries or the assets of Boston Private Company and its Subsidiaries; (ix) in the last six (6) years, neither Boston Private the Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to file any Tax Return that was not filed; (x) the Company has made available to Parent true, correct, and complete copies of any private letter ruling requests, technical advice memoranda received, voluntary compliance program statements or similar agreements, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years; (xi) the Company and each of its Subsidiaries has systems, processes and procedures in place in order to materially comply with Sections 1471 through 1474 of the Code and any similar provision of foreign law; (xii) there are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any of its Subsidiaries; (xiii) neither the Company nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private the Company and its Subsidiaries); (xxiv) neither Boston Private the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Privatethe Company) or (B) has any material liability for the Taxes of any person (other than Boston Private the Company or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xixv) neither Boston Private the Company nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code; (xiixvi) neither Boston Private the Company nor any of its Subsidiaries has participated in or been a party to any “listed transaction” within or “prohibited reportable transaction” (each as defined in Section 4965(e) of the meaning of Treasury Regulation Section 1.6011-4(b)(2Code); and (xiiixvii) at no time during the past five (5) years has Boston Private the Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chubb Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Lycos and its Subsidiaries has duly filed all federal, state, foreign and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are local information returns and tax returns required to be filed by it, and it on or prior to the date hereof (all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) and has duly paid or made adequate provision for the payment of all Taxes and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not have, either individually or in the aggregate, a Material Adverse Effect on Lycos. Except as would not, individually or in the aggregate, have a Material Adverse Effect on Lycos, there are no disputes pending, or claims asserted for, Taxes or assessments upon Lycos or any of its Subsidiaries for which Lycos does not have adequate reserves. In addition, (i) proper and accurate amounts have been withheld by Lycos and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Lycos, (ii) neither Boston Private federal, state and local returns which are accurate and complete in all material respects have been filed by Lycos and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Lycos, (iii) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or adequate provision therefor has been included by Lycos in its consolidated financial statements, except where failure to do so will not, individually or in the aggregate, have a Material Adverse Effect on Lycos and (iv) there are no Tax liens upon any property or assets of Lycos or its Subsidiaries except liens for current taxes not yet due or liens that will not have, either individually or in the aggregate, a Material Adverse Effect on Lycos. Neither Lycos nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are due have has been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof include in income any adjustment pursuant to Section 481 of the exempt nature Code by reason of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid a voluntary change in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made accounting method initiated by Boston Private Lycos or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case, which has had or will have, either individually or in the aggregate, a Material Adverse Effect on Lycos. Except as set forth in the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) financial statements described in Section 6.5, neither Boston Private Lycos nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of entered into a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries transaction which is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such being accounted for as an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) installment obligation under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 453 of the Code) , which will have, either individually or in the aggregate, a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeMaterial Adverse Effect on Lycos.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usa Networks Inc)

Taxes and Tax Returns. (a) With respect to Boston Private Each of MECH, MS Bank and its Subsidiaries: (i) each of Boston Private and its their Subsidiaries has have duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are Returns, as hereinafter defined, required to be filed by it, and it on or prior to the date hereof (all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) and has duly paid or made provision (iior will make provision) neither Boston Private nor on the financial statements referred to in Sections 3.6 and 6.8 hereof in accordance with GAAP for the payment of all material Taxes, as hereinafter defined, which have been incurred or are due or claimed to be due from it by Taxing Authorities, as hereinafter defined, on or prior to the date hereof other than Taxes (a) which (x) are not yet delinquent or (y) are being contested in good faith and set forth in Section 3.10(a) of the MECH Disclosure Schedule and (b) which have not been finally determined. All liability with respect to the Tax Returns of MECH and any of its Subsidiaries is the beneficiary of any extension of time within which Subsidiary has been satisfied for all years to file and including 1998. The Internal Revenue Service ("IRS") has not notified MECH of, or otherwise asserted, that there are any material deficiencies with respect to the federal income Tax Returns of MECH subsequent to 1993. There are no material disputes pending, or claims asserted for, Taxes or assessments upon MECH or any Subsidiary, nor has MECH or any Subsidiary been requested to give any currently effective waivers extending the statutory period of limitation applicable to any federal or state income Tax Return (other than extensions to file for any period. In addition, Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private which are accurate and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied complete in all material respects have been filed by MECH and each Subsidiary for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been (or will be) included by MECH in the financial statements referred to in Sections 3.6 and 6.8 hereto. All MECH Tax Returns have been examined by the relevant Taxing Authorities, or closed without audit by applicable statutes of limitations, and all deficiencies proposed as a result of such examinations have been paid or settled, for all periods before and including the taxable year ended 1993. Neither MECH nor any Subsidiary has consented to any waiver or extension of any statute of limitations with respect to any Tax. Neither MECH nor any Subsidiary has made an election under Section 341(f) of the IRC. MECH has provided or made available to Xxxxxxx complete and correct copies of its and its Subsidiaries' Tax Returns and all material information reporting correspondence and withholding requirementsdocuments, in respect if any, relating directly or indirectly to taxes for each taxable year or other relevant period as to which the applicable statute of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens limitations has not run on the assets date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of Boston Private proposed changes or any of its Subsidiaries relating or attributable adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension written communications to or waiver of the limitation period applicable from Taxing Authorities relating to any material Tax liability of MECH or MS Bank. MECH will not be a "foreign person" as that remains term is used in effect; (viiiS) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.15021.1445-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) 2 of the Code of which Treasury Regulations promulgated under the Merger IRC. MS Bank is also not a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a "United States real property holding corporation corporation" within the meaning of Section 897(c)(2(S) 897 of the IRC and was not a "United States real property holding corporation" on any "determination date" (as defined in (S) 1.897-2(c) of the Codesuch Regulations) that occurred during any relevant period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mech Financial Inc)

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Taxes and Tax Returns. (a) With respect to Boston Private Each of Hiway and its Subsidiaries: (i) each of Boston Private and its Subsidiaries the Hiway Subsidiary has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and them on or prior to the date of this Agreement (all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) and has duly paid or made provisions for the payment of all Taxes which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, premiums, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined for which adequate reserves have been made on the Hiway Financial Statements, or (ii) neither Boston Private Tax Returns or Taxes the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of Hiway, to have a Material Adverse Effect on Hiway. There are no material disputes pending, or claims asserted for, Taxes or assessments upon Hiway or the Hiway Subsidiary for which Hiway does not have adequate reserves, nor has Hiway or the Hiway Subsidiary given any currently effective waivers extending the statutory period of its Subsidiaries is the beneficiary of limitations applicable to any extension of time within which to file any material Tax Return for any period. In addition, (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iiiA) all material Taxes of Boston Private proper and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to accurate amounts have been withheld by Hiway and paid the Hiway Subsidiary from their employees' compensations for all prior periods in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied compliance in all material respects with the income tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Hiway, (B) Tax Returns which are accurate and complete in all material information reporting respects have been filed by Hiway and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records the Hiway Subsidiary for all periods for which returns were due with respect thereto; to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on Hiway, (viC) the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor has been included by Hiway in its consolidated financial statements as of December 31, 1997, except where failure to do so would not have a Material Adverse Effect on Hiway and (D) there are no material Tax Liens on the upon any property or assets of Boston Private Hiway or any of its Subsidiaries relating or attributable to Taxes other than the Hiway Subsidiary except Liens for current Taxes not yet due and payable; (vii) neither Boston Private or Liens that would not have a Material Adverse Effect on Hiway. Neither Hiway nor the Hiway Subsidiary has been required to include in income any of its Subsidiaries has granted any extension or waiver adjustment pursuant to Section 481 of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice Code by reason of a material assessment voluntary change in accounting method initiated by Hiway or the Hiway Subsidiary, and the IRS has not initiated or proposed material assessment any such adjustment or change in connection with any amount accounting method, in either case which had or is reasonably likely to have a Material Adverse Effect on Hiway. Except as set forth in the Hiway Financial Statements, neither Hiway nor the Hiway Subsidiary has entered into a transaction which is being accounted for as an installment obligation under Section 453 of Taxesthe Code, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or which would be reasonably likely to have a Material Adverse Effect on Hiway. Neither Hiway nor the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries Hiway Subsidiary is a party to or is bound by any material Tax sharingtax indemnity, tax sharing or tax allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private agreement. Neither Hiway nor any of its Subsidiaries (A) the Hiway Subsidiary has ever been a member of an affiliated group filing a consolidated federal income Tax Return for which of corporations within the statute meaning of limitations is open (Section 1504 of the Code other than as a group the common parent of which was Boston Private) or (B) has any material liability corporation. Neither Hiway nor the Hiway Subsidiary is liable for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law)) or by contract, as a transferee or successor, by contract successor or otherwise; (xi) neither Boston Private . Neither Hiway nor the Hiway Subsidiary is a party to any of its Subsidiaries has beenjoint venture, within partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes. Hiway's basis and excess loss account, if any, in the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within Hiway Subsidiary is set forth in the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeHiway Disclosure Schedule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hiway Technologies Inc)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private DMGI and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it (all such Tax Returns are true, correct being accurate and complete in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) , has timely paid all Taxes shown thereon as due and payable and has duly and timely paid all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are otherwise due and payable or claimed or asserted to be due and payable from it by federal, state, foreign or local taxing authorities other than Taxes that are being contested in good faith, which have not been finally determined, and have been fully and timely paid and all Taxes required to have been collected and paid adequately reserved against in accordance with GAAP on the sale latest financial statements contained in the DMGI Reports. Each of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private DMGI and its Subsidiaries has withheld in all material respects withheld, collected and paid over to the appropriate Taxing Authority, or is in all material respects properly holding for such payments, all Taxes required by Law to have been be withheld or collected, and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private DMGI and its Subsidiaries has complied in all material respects with all material information reporting and backup withholding requirements under all applicable legal requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there . Neither DMGI nor any of its Subsidiaries has granted any waiver of the statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that remains in effect. There are no material Liens on the assets disputes, audits, examinations or proceedings related to Taxes or Tax Returns of Boston Private DMGI or any of its Subsidiaries relating currently being conducted, pending or, to the Knowledge of DMGI, threatened, and there are no pending or, to the Knowledge of DMGI, threatened claims by any Taxing Authority for Taxes or attributable assessments, upon DMGI or any of its Subsidiaries for which DMGI does not have reserves that are adequate under GAAP on the financial statements included in the DMGI Reports. There is no deficiency for any Tax, claim for additional Taxes or other dispute or claim concerning any Tax liability, of either DMGI or any of its Subsidiaries claimed, issued or raised by any Taxing Authority in writing. No claim is currently pending that has been made in writing by a Taxing Authority in a jurisdiction where DMGI or any of its Subsidiaries does not file a Tax Return that DMGI or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no Liens for any Taxes upon any of the assets, income or operations of DMGI or any of its Subsidiaries, other than statutory Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any . No issues related to Taxes of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened DMGI were raised in writing by any Taxing Authority in any completed audit or pending disputesexamination that can reasonably be expected to recur in a later taxable period. DMGI has made available to the Orchard true and complete copies of any private letter ruling requests, claims, audits, examinations closing agreements or other proceedings regarding any material Tax of Boston Private and its Subsidiaries gain recognition agreements with respect to Taxes requested or executed in the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private last six years. Neither DMGI nor any of its Subsidiaries is a party to or is bound by any material Tax sharingSharing, allocation Agreement, whether written or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private unwritten. Neither DMGI nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston PrivateDMGI) or (B) has any material liability for the Taxes of any person (other than Boston Private DMGI or any of its SubsidiariesSubsidiaries or any of its or their predecessors) by reason of contract, agreement (including any Tax Sharing Agreement), assumption, transferee, successor or similar liability, operation of law, or under Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof or any similar or analogous provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private . Neither DMGI nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private . Neither DMGI nor any of its Subsidiaries has participated in entered into any transaction identified by the Internal Revenue Service as of the Execution Date as a “listed transaction” for purposes of Treasury Regulations Section 1.6011-4(b)(2) or 301.6111-2(b)(2), or any other “reportable transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b)(2); and (xiii4(b)(1) at that required or will require the filing of an IRS Form 8886. At no time during the past five (5) years has Boston Private DMGI been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dimensional Associates, LLC)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: Except as set forth at Section 3.10(a) of the NewMil Disclosure Schedule, (i) each of Boston Private all federal, state, local and its Subsidiaries has duly and timely filed (including all applicable extensions) all material foreign Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itor on behalf of NewMil or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension shall have been granted and not have expired, and all such filed Tax Returns are true, correct complete and complete accurate in all material respects; (ii) all Taxes shown on such Tax Returns, all Taxes required to be shown on Tax Returns for which extensions have been granted and all other Taxes due and payable by NewMil or any of its Subsidiaries have been paid in full, or NewMil has made adequate provision for such Taxes in accordance with GAAP; (iii) to the Knowledge of NewMil, there is no audit examination, deficiency assessment, Tax investigation or refund litigation with respect to any Taxes of NewMil or any of its Subsidiaries, and no claim has been made by any Taxing Authority in a jurisdiction where NewMil or any of its Subsidiaries does not file Tax Returns that NewMil or any such Subsidiary is subject to Tax in that jurisdiction; (iv) neither Boston Private NewMil nor any of its Subsidiaries is the beneficiary has executed an extension or waiver of any extension statute of time within which to file limitations on the assessment or collection of any material Tax Return due that is currently in effect; (v) there are no liens for Taxes on any of the assets of NewMil or any of its Subsidiaries, other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice)liens for Taxes not yet due and payable; (iiivi) all material Taxes of Boston Private NewMil and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, independent contractor stockholder or other third party; (v) , and NewMil and each of Boston Private and its Subsidiaries has timely complied in all material respects with all material applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and withholding similar applicable state and local information reporting requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any NewMil is the “common parent,” and all of its Subsidiaries has granted any extension or waiver are “members,” of an “affiliated group” of corporations (as those terms are defined in Section 1504(a) of the limitation period applicable to any material Tax that remains in effectCode) filing consolidated U.S. federal income tax returns (the “NewMil Group”); (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private Neither NewMil nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has ever been a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group filing a consolidated federal income for state or local Tax Return purposes, other than the NewMil Group, and neither NewMil nor any of its Subsidiaries is liable for which the statute any Taxes of limitations is open any Person (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of NewMil and its Subsidiaries) under Treasury Regulation Section Treas. Reg. § 1.1502-6 (or any similar provision of state, local local, or foreign law), as a transferee or successor, by contract or otherwise; (ix) Neither NewMil nor any of its Subsidiaries is a party to or bound by any Tax allocation or sharing agreement; (x) NewMil has delivered to Wxxxxxx copies of, and Section 3.10(a) of the NewMil Disclosure Schedule sets forth a complete and accurate list of, Tax Returns filed with respect to the taxable periods of NewMil ended on or after December 31, 2002, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of an audit; (xi) the unpaid Taxes of NewMil and its Subsidiaries did not, as of the date of any financial statements of NewMil furnished to Wxxxxxx pursuant to Section 3.6, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of such financial statements (rather than any notes thereto) and do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of NewMil in filing its Tax Returns; (xii) neither Boston Private NewMil nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private 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; (xiii) NewMil has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; and (xiv) neither NewMil nor any of its Subsidiaries has entered into or otherwise participated in a “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newmil Bancorp Inc)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each of Boston Private Parent and its Subsidiaries has have duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it on or prior to the date hereof (all such Tax Returns are true, correct returns being accurate and complete in all material respects; (ii) neither Boston Private nor any ), except that all such failures to file, taken together, as would not likely have a Material Adverse Effect on Parent, and has duly paid or made provision on the financial statements for the periods ended December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005, and as referred to in Section 4.8 hereof, in accordance with GAAP for the payment of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries which have been incurred or are due or claimed to be due from it by Taxing Authorities on or prior to the date hereof other than Taxes (whether or not shown on any Tax Returnsa) that (x) are due have been fully not yet delinquent or (y) are being contested in good faith and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof set forth in Section 4.11 of the exempt nature of sales of such products or services Parent and Merger Sub Disclosure Schedule (b) that have not been properly collectedfinally determined, retained and submitted(c) the failure to pay, taken together, would not likely have a Material Adverse Effect on Parent. All liability with respect to the extent required; (iv) each Tax Returns of Boston Private Parent and its Subsidiaries has withheld been satisfied for all years prior to and paid all including 2004. The IRS has not notified Parent of, or to the Knowledge of Parent otherwise asserted, that there are any material deficiencies with respect to the federal income Tax Returns of Parent. There are no material disputes pending, or to the Knowledge of Parent claims asserted for, Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private assessments upon Parent or any of its Subsidiaries. In addition, including maintenance of required records Tax Returns which are accurate and complete in all material respects have been filed by Parent and its Subsidiaries for all periods for which returns were due with respect thereto; to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by Parent in the financial statements for the periods ended December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005, and as referred to in Section 4.8 hereof. The unpaid Taxes of Parent (vii) there are no material Liens did not, as of the date of any financial statement referred to in Parent's Annual Reports on Form 10-KSB exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the assets face of Boston Private or any of its Subsidiaries relating or attributable to Taxes such financial statements (other than Liens the notes thereto) and (ii) will not exceed such reserve as adjusted for Taxes not yet due the passage of time though the Closing Date in accordance with past custom and payable; (vii) neither Boston Private practice of Parent in filing its Tax Returns. Neither Parent nor any of its Subsidiaries has granted been asked to consent to, and has not consented to, any currently effective waiver or extension or waiver of any statute of limitations with respect to any Tax. Neither Parent nor any Subsidiary has made an election under Section 341(f) of the limitation period applicable Code. Parent has provided or made available to Company complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for Parent's fiscal years 2000, 2001, 2002, 2003 and 2004. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax that remains in effect; (viii) neither Boston Private nor any liability of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeSubsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infonow Corp /)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each of Boston Private and its Subsidiaries has duly and timely filed All material Tax returns (including all applicable extensionsinformation returns), reports, declarations and statements relating to Taxes (collectively “Returns”) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed to date by it, and all such Tax Returns are true, correct and complete in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are due PolyMedix have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied accurately prepared in all material respects with and duly filed, or an extension therefrom has been duly obtained, and all material information reporting Taxes due and withholding requirementspayable by PolyMedix have been paid when due. There is no examination or audit for Taxes of PolyMedix currently in progress, in respect no written claim, asserted deficiency or assessment for Taxes of payments made by Boston Private PolyMedix has been made, and, to the Knowledge of PolyMedix, no such claim, deficiency or any of its Subsidiaries, including maintenance of required records assessment has been threatened. No liens or similar encumbrances have been asserted against PolyMedix with respect thereto; to the failure to pay any Taxes (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for with respect to Taxes not yet due and payable; (vii) neither Boston Private nor ). PolyMedix has not waived any statute of its Subsidiaries has granted limitations in respect of Taxes or executed or filed with any extension or waiver of taxing authority any agreements extending the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material for assessment or proposed material assessment collection of any Taxes. The unpaid Taxes of PolyMedix for tax periods through June 30, 2005 do not exceed the accruals and reserves for Taxes set forth on PolyMedix’s balance sheet as of June 30, 2005. Proper amounts have been withheld by PolyMedix in connection accordance with any amount Tax withholding provisions of Taxesapplicable laws and, to the extent required, have been paid to the proper authority. PolyMedix is not and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has never been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of corporations with which was Boston Private) or (B) it has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 filed (or been required to file) consolidated, combined or unitary Returns. PolyMedix is not a party to any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment sharing or tax-allocation agreement, nor does PolyMedix owe any amounts under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries tax-sharing or tax-allocation agreement. PolyMedix has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private never been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.. PolyMedix has not taken or agreed to take any action, or failed to take any action, that would prevent the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code. Back to Contents

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Polymedix Inc)

Taxes and Tax Returns. (a) With respect to Boston Private Each of NorthWest and its Subsidiaries: (i) each of Boston Private and its the NorthWest Subsidiaries has duly filed all federal, state, county, local and timely filed foreign tax returns (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) required to be filed by it on or prior to the date hereof (ii) neither Boston Private nor any and as of its Subsidiaries is the beneficiary date of any extension certificate delivered pursuant to Section 7.2(a) of time within this Agreement) and has paid or made provisions for the payment of all Taxes (as defined below) and other governmental charges which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether have been incurred or not shown on any Tax Returns) that are due have been fully or claimed to be due from it (including, without limitation, if and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges that (iv1) each are not yet delinquent or are being contested in good faith and (2) have not been finally determined. There are no material disputes pending, or claims asserted for, Taxes or assessments upon NorthWest or any NorthWest Subsidiary, nor has NorthWest or any NorthWest Subsidiary been requested to give any currently effective waivers extending the statutory period of Boston Private limitation applicable to any federal, state, county or local income tax return for any period. In addition, (i) proper and its Subsidiaries has withheld and paid all material Taxes required to accurate amounts have been withheld by NorthWest and paid each NorthWest Subsidiary from their employees for all prior periods in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on NorthWest, (ii) federal, state, county and local returns that are accurate and complete in all material information reporting respects have been filed by NorthWest and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records NorthWest Subsidiaries for all periods for which returns were due with respect thereto; to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on NorthWest, (viiii) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by NorthWest in its consolidated financial statements and (iv) there are no material Liens on the tax liens upon any property or assets of Boston Private NorthWest or any of its Subsidiaries relating or attributable to Taxes other than Liens except liens for Taxes current taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Codedue.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Financial Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Parent and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are Federal, state and, to the best of Parent's knowledge, material local information returns and tax returns required to be filed by itit on or prior to the date hereof and has duly paid or made provisions for the payment of all material Taxes (as defined below) and other material governmental charges which have been incurred or are due or claimed to be due from it by Federal, state, county or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges (1) which are not yet delinquent or are being contested in good faith and as to which adequate provision for payment has been made and (2) have not been finally determined. Except as set forth on Section 4.10 of the Parent Company Disclosure Statement, the income tax returns of Parent and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") and any liability with respect thereto has been satisfied for all years to and including 1990, and no material deficiencies were asserted as a result of such examination or all such Tax Returns deficiencies were satisfied, except where the failure to do so would not have a Material Adverse Effect on Parent. In addition, (i) proper and accurate amounts have been withheld by Parent and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable Federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Parent, (ii) Federal, state, county and local returns which are true, correct accurate and complete in all material respects; (ii) neither Boston Private nor any of respects have been filed by Parent and its Subsidiaries is the beneficiary of any extension of time within for all periods for which returns were due with respect to file any material Tax Return (other than extensions income tax withholding, Social Security and unemployment taxes, except where failure to file Tax Returns obtained in the ordinary course of business consistent with past practice); do so would not have a Material Adverse Effect on Parent, (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not the amounts shown on any Tax Returns) that are such Federal, state, local or county returns to be due and payable have been fully paid in full or adequate provision therefor has been included by Parent in its consolidated financial statements, except where failure to do so would not have a Material Adverse Effect on Parent and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the Tax liens upon any property or assets of Boston Private the Parent or any of its Subsidiaries relating or attributable to Taxes other than Liens except liens for Taxes current taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Codedue.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baybanks Inc)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: Except as set forth at Section 3.10(a) of the LNB Disclosure Schedule, (i) each of Boston Private all federal, state, local and its Subsidiaries has duly and timely filed (including all applicable extensions) all material foreign Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itor on behalf of LNB have been timely filed or requests for extensions have been timely filed and any such extension shall have been granted and not have expired, and all such filed Tax Returns are true, correct complete and complete accurate in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which all Taxes shown on such Tax Returns, all Taxes required to file any material Tax Return (other than extensions to file be shown on Tax Returns obtained for which extensions have been granted and all other Taxes due and payable by LNB have been paid in the ordinary course of business consistent full, or LNB has made adequate provision for such Taxes in accordance with past practice)GAAP; (iii) all material there is no audit examination, deficiency assessment, Tax investigation or refund litigation with respect to any Taxes of Boston Private LNB, (and its Subsidiaries no claim has been made by any Taxing Authority in a jurisdiction where LNB does not file Tax Returns that LNB is subject to Tax in that jurisdiction), either (whether A) claimed or not shown on raised by any Tax ReturnsTaxing Authority in writing or (B) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale Knowledge of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales LNB based upon personal contact with any agent of such products or services have been properly collected, retained and submitted, to the extent requiredTaxing Authority; (iv) each LNB has not executed an extension or waiver of Boston Private any statute of limitations on the assessment or collection of any material Tax due that is currently in effect; (v) there are no liens for Taxes on any of the assets of LNB, other than liens for Taxes not yet due and its Subsidiaries payable; (vi) LNB has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, independent contractor stockholder or other third party; (v) each of Boston Private , and its Subsidiaries LNB has timely complied in all material respects with all material applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and withholding similar applicable state and local information reporting requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries LNB is not and has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has never been a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group filing a consolidated federal income for state or local Tax Return purposes, and LNB is not liable for which the statute any Taxes of limitations is open any Person (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its SubsidiariesLNB) under Treasury Regulation Section Treas. Reg. § 1.1502-6 (or any similar provision of state, local local, or foreign law), as a transferee or successor, by contract or otherwise; (xiviii) neither Boston Private nor LNB is not a party to or bound by any of its Subsidiaries Tax allocation or sharing agreement; (ix) LNB has beendelivered to Buyer copies of, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of and Section 355(e3.10(a) of the Code LNB Disclosure Schedule sets forth a complete and accurate list of, Tax Returns filed with respect to the taxable periods of which LNB ended on or after December 31, 2012, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the Merger is also a partsubject of an audit; (x) the unpaid Taxes of LNB did not, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) as of the Codedate of any financial statements of LNB furnished to Buyer pursuant to Section 3.6, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of such financial statements (rather than any notes thereto) and do not exceed that reserve as adjusted for the passage of time through the Closing Date in a distribution accordance with the past custom and practice of stock intending to qualify for tax-free treatment under Section 355 of the CodeLNB in filing its Tax Returns; (xiixi) neither Boston Private nor any of its Subsidiaries LNB has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private 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) LNB has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; and (xiii) LNB has not entered into or otherwise participated in a “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (CNB Financial Corp/Pa)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Mercantile Bankshares and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it on or prior to the date of this Agreement (all such Tax Returns are true, correct being accurate and complete in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) , has timely paid all material Taxes of Boston Private shown thereon as arising and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully has duly and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required that are due and payable or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are being contested in good faith, which have not been finally determined, and have been withheld and paid adequately reserved against in connection accordance with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens GAAP on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Mercantile Bankshares’s most recent consolidated financial statements. Neither Mercantile Bankshares nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any . The federal income Tax returns of Mercantile Bankshares and its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, have been examined by the Internal Revenue Service (the “IRS”) for all years to and there including 2002. There are no threatened in writing or pending material disputes, claims, audits, examinations or other proceedings regarding pending, or claims asserted, for Taxes or assessments upon Mercantile Bankshares or any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private for which Mercantile Bankshares does not have reserves that are adequate under GAAP on Mercantile Bankshares’s most recent consolidated financial statements. Neither Mercantile Bankshares nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private Mercantile Bankshares and its Subsidiaries); (x) neither Boston Private . Neither Mercantile Bankshares nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Privatethe Mercantile Bankshares) or (B) has any material liability for the Taxes of any person (other than Boston Private Mercantile Bankshares or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 1.1502 -6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private . Neither Mercantile Bankshares nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactionstransaction)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private . Neither Mercantile Bankshares nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2section 1.6011 -4(b)(1); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each of Boston Private and its Subsidiaries Seller has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are it was required to be filed by it, file in respect of the Business and the Purchased Assets and all such Tax Returns are true, correct and complete in all material respects; (ii) neither Boston Private nor . Seller has paid to the appropriate Governmental Authority all material Taxes owed by Seller with respect to the Business and the Purchased Assets. Seller has not received any written claim with respect to the Business from an authority in a jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction as a result of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return activities conducted by the Business. There are no Liens (other than extensions Permitted Liens) on any of the Purchased Assets that arose in connection with any failure to file Tax Returns obtained pay any Tax. With respect to the Business, Seller has complied in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and respects with all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, applicable Laws relating to the extent required; (iv) each withholding and payment of Boston Private any Taxes and its Subsidiaries has timely withheld and paid to the proper Governmental Authorities all material Taxes amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, independent contractor shareholder or any other third party; . Seller has not deferred any “applicable employment taxes” (vas defined in Section 2302(d)(1) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, the CARES Act) in respect of payments made calendar year 2020 pursuant to Section 2302 of the CARES Act, which Taxes would otherwise have been payable by Boston Private Seller in respect of calendar year 2020 but for the application of the CARES Act, and Seller has not received any Small Business Administration Paycheck Protection Program loans that have not, as of the Closing Date, been forgiven in full. Schedule 3.13 lists all CARES Act or any similar types of its Subsidiariesgovernmental assistance received by Seller as of the Closing Date, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable but not limited to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of TaxesPaycheck Protection Program loans, ERTC credits, EIDL loans, and there are no threatened in writing or pending disputesRRF grants, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return applicable forgiveness date for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Codeeach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amergent Hospitality Group Inc.)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: Except as set forth in Section 3.10(a) of the Progress Disclosure Schedule, (i) each of Boston Private all federal, state, local and its Subsidiaries has duly and timely filed (including all applicable extensions) all material foreign Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itor on behalf of Progress or any Progress Subsidiary have been timely filed or requests for extensions have been timely filed and any such extension shall have been granted and not have expired, and all such filed Tax Returns are true, correct complete and complete accurate in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which all Taxes shown on such Tax Returns, all Taxes required to file any material Tax Return (other than extensions to file be shown on Tax Returns obtained for which extensions have been granted and all other Taxes required to be paid by Progress or any Progress Subsidiary have been paid in the ordinary course of business consistent full or adequate provision has been made for any such Taxes on Progress's balance sheet (in accordance with past practiceGAAP); (iii) all material there is no audit examination, deficiency assessment, Tax investigation or refund litigation with respect to any Taxes of Boston Private Progress or any Progress Subsidiary, and its Subsidiaries (whether no Taxing Authority in a jurisdiction where Progress or any Progress Subsidiary do not shown on file Tax Returns has provided notice to Progress or any Progress Subsidiary that Progress or any such Subsidiary is subject to Tax Returns) in that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent requiredjurisdiction; (iv) all Taxes due with respect to completed and settled examinations or concluded litigation relating to Progress or any Progress Subsidiary have been paid in full or adequate provision has been made for any such Taxes on Progress's balance sheet (in accordance with GAAP); (v) neither Progress nor any Progress Subsidiary has executed an extension or waiver of any statute of limitations on the assessment or collection of any material Tax due that is currently in effect; (vi) there are no Liens for Taxes on any of the assets of Progress or any Progress Subsidiary, other than Liens for Taxes not yet due and payable; (vii) Progress and each of Boston Private and its Subsidiaries Progress Subsidiary has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, independent contractor stockholder or other third party; (v) , and Progress and each of Boston Private and its Subsidiaries Progress Subsidiary has timely complied in all material respects with all material applicable information reporting and withholding requirementsrequirements under Part III, in respect Subchapter A of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver Chapter 61 of the limitation period Code and similar applicable to any material Tax that remains in effectstate and local information reporting requirements; (viii) neither Boston Private nor any Progress is the "common parent," and all Progress Subsidiaries are "members," of its Subsidiaries has received any notice an "affiliated group" of a material assessment or proposed material assessment corporations (as those terms are defined in connection with any amount Section 1504(a) of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its SubsidiariesCode) filing consolidated U.S. federal income tax returns (the "Progress Group"); (ix) neither Boston Private Progress nor any of its Subsidiaries Progress Subsidiary is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has ever been a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group filing for state or local Tax purposes, that includes any other entity that is not a consolidated federal income Tax Return for which member of the statute Progress Group; (x) neither Progress nor any Progress Subsidiary is a party to any agreement, contract, arrangement or plan that would result, separately or in the aggregate, in the payment (whether or not in connection with the transactions contemplated hereby) of limitations is open (other than a group A) any "excess parachute payment" within the common parent meaning of which was Boston Private) or (B) has any material liability for Section 280G of the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any similar corresponding provision of state, local or foreign Tax law) or (B) any amount that will not be fully deductible under Section 162(m) of the Code (or any corresponding provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise; and (xi) neither Boston Private Progress nor any of its Subsidiaries has been, within the past two (2) years Progress Subsidiary is a party to or otherwise as part of a “plan (bound by any Tax allocation or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Codesharing agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Progress Financial Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private CBI and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are federal, state and, to the best of CBI's knowledge, material local information returns and tax returns required to be filed by it, and it (all such Tax Returns are true, correct returns being accurate and complete in all material respects; (ii) neither Boston Private nor any and has duly paid or made provisions for the payment of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes (as defined below) and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county or local taxing authori- ties (including, without limitation, if and to the extent ap- plicable, those due in respect of Boston Private its properties, income, busi- ness, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges that (1) are not yet delinquent or are being contested in good faith and (2) have not been finally determined. The income tax returns of CBI and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully examined by the Internal Revenue Service (the "IRS"), and timely paid any liability with respect thereto has been satisfied for all years to and including 1981, and no material deficiencies were asserted as a result of such examination or all Taxes required to have been collected and paid on such deficiencies were satisfied. To the sale best of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paidCBI's knowledge, there are no material disputes pend- ing, or all sales tax exemption certificates claims asserted for, Taxes or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private assessments upon CBI or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private nor has CBI or any of its Subsidiaries relating been requested to give any currently effective waivers extend- ing the statutory period of limitation applicable to any fed- eral, state, county or attributable local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by CBI and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to Taxes other than Liens do so would not have a Material Adverse Effect on CBI, (ii) federal, state, county and local returns that are accurate and complete in all material respects have been filed by CBI and its Subsidiaries for Taxes all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on CBI, (iii) the amounts shown on such federal, state, local or county re- turns to be due and payable have been paid in full or adequate provision therefor has been included by CBI in its consolidated financial statements as of December 31, 1995, except where failure to do so would not have a Material Adverse Effect on CBI and (iv) there are no tax liens upon any property or assets of CBI or its Subsidiaries except liens for current taxes not yet due due. To the knowledge of CBI, no property of CBI or any of its Subsidiaries is property that CBI or any of its Subsidiar- ies is or will be required to treat as being owned by another person pursuant to the provisions of Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986) or is "tax-exempt use property" within the meaning of Section 169(h) of the Code. Neither CBI nor any of its Subsid- iaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by CBI or any of its Sub- sidiaries, and payable; (vii) the Internal Revenue Service has not initiated or proposed any such adjustment or change in accounting method. Except as set forth in the financial statements described in Section 3.6 hereof, neither Boston Private CBI nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of entered into a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries transaction which is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such being accounted for as an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) installment obligation under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) 453 of the Code) in , which would be reasonably likely to have a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodeMaterial Adverse Effect on CBI.

Appears in 1 contract

Samples: Agreement and Plan of Merger (California Bancshares Inc)

Taxes and Tax Returns. (a) With respect to Boston Private Each of PPTF and its Subsidiaries: (i) each of Boston Private and its Subsidiaries the PPTF Subsidiary has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and them on or prior to the date of this Agreement (all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) and has duly paid or made provisions for the payment of all Taxes which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, premiums, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined for which adequate reserves have been made on the financial statements described in Section 4.6(a) of this Agreement, or (ii) neither Boston Private Tax Returns or Taxes the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of PPTF, to have a Material Adverse Effect on PPTF. The Tax Returns of PPTF and the PPTF Subsidiary have been examined by the IRS and the corresponding Governmental Entities for state, county and local Taxes and any liability with respect thereto has been satisfied for all years to and including 1994, and either no material deficiencies were asserted as a result of such examination for which PPTF does not have adequate reserves or all such deficiencies were satisfied. There are no material disputes pending, or claims asserted for, Taxes upon PPTF or the PPTF Subsidiary for which PPTF does not have adequate reserves, nor has PPTF or the PPTF Subsidiary given any currently effective waivers extending the statutory period of its Subsidiaries is the beneficiary of limitation applicable to any extension of time within which to file any material Tax Return for any period. In addition, (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iiiA) all material Taxes of Boston Private proper and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to accurate amounts have been withheld by PPTF and paid the PPTF Subsidiary from their employees for all prior periods in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on PPTF, (B) Tax Returns which are accurate and complete in all material information reporting respects have been filed by PPTF and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records the PPTF Subsidiary for all periods for which returns were due with respect thereto; to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on PPTF, (viC) the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor has been included by PPTF in its consolidated financial statements as of December 31, 1996, except where failure to do so would not have a Material Adverse Effect on PPTF and (D) there are no material Tax Liens on the upon any property or assets of Boston Private PPTF or any of its Subsidiaries relating or attributable to Taxes other than the PPTF Subsidiary except Liens for current Taxes not yet due and payable; (vii) neither Boston Private or Liens that would not have a Material Adverse Effect on PPTF. Neither PPTF nor the PPTF Subsidiary has been required to include in income any of its Subsidiaries has granted any extension or waiver adjustment pursuant to Section 481 of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice Code by reason of a material assessment voluntary change in accounting method initiated by PPTF or the PPTF Subsidiary, and the IRS has not initiated or proposed material assessment any such adjustment or change in connection with any amount accounting method, in either case which has had or is reasonably likely to have a Material Adverse Effect on PPTF. Except as set forth in the financial statements described in Section 4.6 of Taxesthis Agreement, and there are no threatened in writing or pending disputesneither PPTF nor the PPTF Subsidiary has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or which would be reasonably likely to have a Material Adverse Effect on PPTF. Neither PPTF nor the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries PPTF Subsidiary is a party to or is bound by any material Tax sharingtax indemnity, tax sharing or tax allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private agreement. Neither PPTF nor any of its Subsidiaries (A) the PPTF Subsidiary has ever been a member of an affiliated group filing a consolidated federal income Tax Return for which of corporations within the statute meaning of limitations is open (Section 1504 of the Code other than as a group the common parent of which was Boston Private) or (B) has any material liability corporation. Neither PPTF nor the PPTF Subsidiary is liable for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law)) or by contract, as a transferee or successor, by contract successor or otherwise; (xi) neither Boston Private . Neither PPTF nor the PPTF Subsidiary is a party to any of its Subsidiaries has beenjoint venture, within partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes. PPTF's basis and excess loss account, if any, in the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within PPTF Subsidiary is set forth in the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the CodePPTF Disclosure Schedule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Professionals Insurance Co Management Group)

Taxes and Tax Returns. (a) With respect to Boston Private Each of Pacific and its Subsidiaries: (i) each of Boston Private and its the Pacific Subsidiaries has duly filed all federal, state, county, local and timely filed foreign tax returns (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) required to be filed by it on or prior to the date hereof (iiand as of the date of any certificate delivered pursuant to Section 7.3(a) neither Boston Private nor any of this Agreement) and has paid or made provisions for the payment of all Taxes (as defined below) and other governmental charges which have been incurred or are due or claimed to be due from it (including, without limitation, if and to the extent applicable, those due in respect of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); Taxes or other charges (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns1) that are due have been fully not yet delinquent or are being contested in good faith and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes2) have not been properly and timely collected and paidfinally determined. There are no material disputes pending, or all sales claims asserted for, Taxes or assessments upon Pacific or any Pacific Subsidiary, nor has Pacific or any Pacific Subsidiary been requested to give any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collectedreturn for any period. In addition, retained (i) proper and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to accurate amounts have been withheld by Pacific and paid each Pacific Subsidiary from their employees for all prior periods in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Pacific, (ii) federal, state, county and local returns that are accurate and complete in all material information reporting respects have been filed by Pacific and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records the Pacific Subsidiaries for all periods for which returns were due with respect thereto; to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on Pacific, (viiii) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by Pacific in its consolidated financial statements and (iv) there are no material Liens on the Tax liens upon any property or assets of Boston Private Pacific or any of its Subsidiaries relating or attributable to Taxes other than Liens except liens for Taxes current taxes not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Codedue.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Financial Corp)

Taxes and Tax Returns. (a) With respect to Boston Private Each of PPTF and its Subsidiaries: (i) each of Boston Private and its Subsidiaries the PPTF Subsidiary has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and them on or prior to the date of this Agreement (all such Tax Returns are true, correct returns being accurate and complete in all material respects; ) and has duly paid or made provisions for the payment of all Taxes which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, premiums, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined for which adequate reserves have been made on the financial statements described in Section 4.6(a) of this Agreement, or (ii) neither Boston Private Tax Returns or Taxes the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of PPTF, to have a Material Adverse Effect on PPTF. The Tax Returns of PPTF and the PPTF Subsidiary have been examined by the IRS and the corresponding Governmental Entities for state, county and local Taxes and any liability with respect thereto has been satisfied for all years to and including 1994, and either no material deficiencies were asserted as a result of such examination for which PPTF does not have adequate reserves or all such deficiencies were satisfied. There are no material disputes pending, or claims asserted for, Taxes upon PPTF or the PPTF Subsidiary for which PPTF does not have adequate reserves, nor has PPTF or the PPTF Subsidiary given any currently effective waivers extending the statutory period of its Subsidiaries is the beneficiary of limitation applicable to any extension of time within which to file any material Tax Return for any period. In addition, (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iiiA) all material Taxes of Boston Private proper and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to accurate amounts have been withheld by PPTF and paid the PPTF Subsidiary from their employees for all prior periods in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on PPTF, (B) Tax Returns which are accurate and complete in all material information reporting respects have been filed by PPTF and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records the PPTF Subsidiary for all periods for which returns were due with respect thereto; to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on PPTF, (viC) the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor has been included by PPTF in its consolidated financial statements as of December 31, 1996, except where failure to do so would not have a Material Adverse Effect on PPTF and (D) there are no material Tax Liens on the upon any property or assets of Boston Private PPTF or any of its Subsidiaries relating or attributable to Taxes other than the PPTF Subsidiary except Liens for current Taxes not yet due and payable; (vii) neither Boston Private or Liens that would not have a Material Adverse Effect on PPTF. Neither PPTF nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) PPTF Subsidiary has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xi) neither Boston Private nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.required

Appears in 1 contract

Samples: Agreement and Plan of Merger (Professionals Insurance Co Management Group)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: Except as set forth at Section 3.10(a) of the NewMil Disclosure Schedule, (i) each of Boston Private all federal, state, local and its Subsidiaries has duly and timely filed (including all applicable extensions) all material foreign Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itor on behalf of NewMil or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension shall have been granted and not have expired, and all such filed Tax Returns are true, correct complete and complete accurate in all material respects; (ii) all Taxes shown on such Tax Returns, all Taxes required to be shown on Tax Returns for which extensions have been granted and all other Taxes due and payable by NewMil or any of its Subsidiaries have been paid in full, or NewMil has made adequate provision for such Taxes in accordance with GAAP; (iii) to the Knowledge of NewMil, there is no audit examination, deficiency assessment, Tax investigation or refund litigation with respect to any Taxes of NewMil or any of its Subsidiaries, and no claim has been made by any Taxing Authority in a jurisdiction where NewMil or any of its Subsidiaries does not file Tax Returns that NewMil or any such Subsidiary is subject to Tax in that jurisdiction; (iv) neither Boston Private NewMil nor any of its Subsidiaries is the beneficiary has executed an extension or waiver of any extension statute of time within which to file limitations on the assessment or collection of any material Tax Return due that is currently in effect; (v) there are no liens for Taxes on any of the assets of NewMil or any of its Subsidiaries, other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice)liens for Taxes not yet due and payable; (iiivi) all material Taxes of Boston Private NewMil and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, independent contractor stockholder or other third party; (v) , and NewMil and each of Boston Private and its Subsidiaries has timely complied in all material respects with all material applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and withholding similar applicable state and local information reporting requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private nor any NewMil is the “common parent,” and all of its Subsidiaries has granted any extension or waiver are “members,” of an “affiliated group” of corporations (as those terms are defined in Section 1504(a) of the limitation period applicable to any material Tax that remains in effectCode) filing consolidated U.S. federal income tax returns (the “NewMil Group”); (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Boston Private and its Subsidiaries; (ix) neither Boston Private Neither NewMil nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private and its Subsidiaries); (x) neither Boston Private nor any of its Subsidiaries (A) has ever been a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group filing a consolidated federal income for state or local Tax Return purposes, other than the NewMil Group, and neither NewMil nor any of its Subsidiaries is liable for which the statute any Taxes of limitations is open any Person (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private or any of NewMil and its Subsidiaries) under Treasury Regulation Section Treas. Reg. § 1.1502-6 (or any similar provision of state, local local, or foreign law), as a transferee or successor, by contract or otherwise; (ix) Neither NewMil nor any of its Subsidiaries is a party to or bound by any Tax allocation or sharing agreement; (x) NewMil has delivered to Wxxxxxx copies of, and Section 3.10(a) of the NewMil Disclosure Schedule sets forth a complete and accurate list of, Tax Returns filed with respect to the taxable periods of NewMil ended on or after December 31, 2002, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of an audit; (xi) the unpaid Taxes of NewMil and its Subsidiaries did not, as of the date of any financial statements of NewMil furnished to Wxxxxxx pursuant to Section 3.6, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of such financial statements (rather than any notes thereto) and do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of NewMil in filing its Tax Returns; (xii) neither Boston Private NewMi l nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code; (xii) neither Boston Private nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private 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; (xiii) NewMil has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; and (xiv) neither NewMil nor any of its Subsidiaries has entered into or otherwise participated in a “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webster Financial Corp)

Taxes and Tax Returns. (a) With respect to Boston Private and its Subsidiaries: (i) each Each of Boston Private Parent and its Subsidiaries has duly and timely filed (including taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct correct, and complete in all material respects; (ii) neither Boston Private Parent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice)Return; (iii) all material Taxes of Boston Private Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to have been collected and paid on the sale of products or Taxable services by Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other proof of the exempt nature of sales of such products or services have been properly collected, retained and submitted, to the extent required; (iv) each of Boston Private Parent and its Subsidiaries has collected or withheld and paid all material Taxes required to have been collected or withheld and to the extent required by applicable law have paid in connection with such amounts paid or owing to any employee, creditor, shareholder, independent contractor the proper governmental authority or other third partyperson; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes not yet due and payable; (vii) neither Boston Private Parent nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viiivi) neither Boston Private nor the material income Tax Returns of Parent and its Subsidiaries for all years up to and including December 31, 2011 have been examined by the relevant Tax authority or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (vii) no deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against Parent or any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and Subsidiaries; (viii) there are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of Boston Private Parent and its Subsidiaries or the assets of Boston Private Parent and its Subsidiaries; (ix) in the last six (6) years, neither Boston Private Parent nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Parent or any of its Subsidiaries was required to file any Tax Return that was not filed; (x) Parent has made available to the Company true, correct, and complete copies of any ruling requests to a Tax authority, technical advice memorandum received from a Tax authority, voluntary compliance program statement or similar agreement, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years; (xi) Parent and each of its Subsidiaries has systems, processes and procedures in place in order to materially comply with Sections 1471 through 1474 (FATCA) of the Code and any similar provision of foreign law; (xii) there are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Parent or any of its Subsidiaries; (xiii) neither Parent nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Boston Private Parent and its Subsidiaries); (xxiv) neither Boston Private Parent nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Boston PrivateParent or one of its Subsidiaries) or (B) has any material liability for the Taxes of any person (other than Boston Private Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xixv) neither Boston Private Parent nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code; and (xiixvi) neither Boston Private Parent nor any of its Subsidiaries has participated in or been a party to any “listed transaction” within the meaning of Treasury Regulation or “prohibited reportable transaction” (each as defined in Section 1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(24965(e) of the Code).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chubb Corp)

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