Additional Tax Representation Sample Clauses

The Additional Tax Representation clause serves to provide assurances from one party to another regarding their tax status or compliance with tax obligations relevant to the agreement. Typically, this clause requires a party to confirm that they have fulfilled all necessary tax filings, payments, or withholdings, or that no additional taxes are due in connection with the transaction. By including this representation, the clause helps to allocate the risk of unexpected tax liabilities and ensures transparency between the parties, thereby reducing the likelihood of future disputes over tax-related issues.
Additional Tax Representation. 6.1 Party A makes the following representation (the Additional Tax Representation), which representation shall be deemed to be repeated at all times until the end of each Transaction: (a) it is resident in the United Kingdom for United Kingdom tax purposes; or (b) it is party to each Transaction solely for the purposes of a trade (or part of a trade) carried on by it in the United Kingdom through a permanent establishment and otherwise than as agent or nominee of another person (as those expressions are construed for the purposes of paragraph 31(6)(a) and (b) of Schedule 26 to the Finance ▇▇▇ ▇▇▇▇, as amended or re-enacted from time to time); or (c) it is resident in a jurisdiction that has a double taxation convention or treaty with the United Kingdom which has effect by virtue of section 788 of the Income and Corporation Taxes Act 1988 and under which provision, whether for relief or otherwise, in relation to interest (as defined in the relevant treaty or convention) is made and it is party to each Transaction otherwise than as agent or nominee for another person (as those expressions are construed for the purposes of paragraphs 31(7) and (8) of Schedule 26 to the Finance ▇▇▇ ▇▇▇▇, as amended or re-enacted from time to time). 6.2 Clause 5.1(d) is amended with respect to Party A only by the insertion of the following after the words “Clause 3(e) or (f)”: “or Part 5(6) of the Schedule”. Back to Contents
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Additional Tax Representation. (i) Party A makes the following representation (the ADDITIONAL TAX REPRESENTATION), which representation shall be deemed to be repeated at all times until the end of each transaction: (A) it is a party to each Transaction solely for the purposes of a trade (or part of a trade) carried on by it in the United Kingdom through a permanent establishment; or (B) it is resident in the United Kingdom or in a jurisdiction with which the United Kingdom has a double tax treaty which makes provisions, whether for relief or otherwise, in relation to interest. (ii) Section 5(a)(iv) is amended with respect to Party A by the insertion of the following after the words "Section 3(e) or (f)": "or Part 5(f) of the Schedule".
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Additional Tax Representation. No amount in respect of interest payable on any Advance is deductible in computing the Borrower’s taxable income earned in Canada, as defined in subsection 248(1) of the Income Tax Act (Canada), from any source.
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Additional Tax Representation. 6.1 Party A makes the following representation (the Additional Tax Representation), which representation shall be deemed to be repeated at all times until the end of each Transaction: (a) it is resident in the United Kingdom for United Kingdom tax purposes; or (b) it is party to each Transaction solely for the purposes of a trade (or part of a trade) carried on by it in the United Kingdom through a branch or agency or permanent establishment and otherwise than as agent or nominee of another person (as those expressions are construed for the purposes of Section 697 of the Corporation Tax Act 2009, as amended or re-enacted from time to time); or (c) it is resident in a jurisdiction that has a double taxation convention or treaty with the United Kingdom which has effect by virtue of section 2 of the Taxation (International and Other Provisions) Act 2010 and under which provision, whether for relief or otherwise, in relation to interest (as defined in the relevant treaty or convention) is made and it is party to each Transaction otherwise than as agent or nominee for another person (as those expressions are construed for the purposes of Section 697 of the Corporation Tax Act 2009, as amended or re-enacted from time to time). 6.2 Section 5(a)(iv) is amended with respect to Party A only by the insertion of the following after the words "Section 3(e) or (f)": "or Part 5(6) of the Schedule".
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Additional Tax Representation. The Company (a) has not been a member of an Affiliated Group (as defined in the IRC) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) and (b) has no liability for the Taxes of any Person (other than the Company) under Reg. 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by Contract or otherwise except for collection and remission to the applicable Governmental Body of sales and/or use Taxes with respect to its customers.
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Additional Tax Representation. Seller has not received written notice of an audit of any taxes payable with respect to the Hotel, which audit has not been resolved or completed, and Seller is not currently contesting or prosecuting any appeal or request for abatement or rollback with respect to any taxes, levies or assessments with respect to the Hotel (including any real property taxes and assessments with respect to the Real Property). All tax returns of Seller required to have been filed for the Hotel have been filed.
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Related to Additional Tax Representation

  • Payee Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Payer Tax Representation Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

  • Tax Representations (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary have been or will be timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any Tax. (b) The Company and the Subsidiaries are not in violation of any material applicable tax information reporting and tax withholding obligations (or with notice or lapse of time, or both, would be in violation). Except as disclosed on Schedule 8.02, the Company and the Subsidiaries have timely withheld from, and paid over to the appropriate Taxing Authorities, and have properly reported all salaries, wages, and other compensation. Each life insurance and annuity product issued, sold or administered by, or on behalf of, the Company and the Subsidiaries has been, and is, in compliance in all material respects with Sections 72, 817, 7702 and/or 7702A of the Code.

  • Payer Tax Representations For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.

  • Tax Representation Letters (a) The Company Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d) and Section 8.3(e), (ii) deliver to B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, respectively, a tax representation letter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4) and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, respectively, to render the opinions described in Section 8.2(d) and Section 8.3(d), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.2(e), and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.3(e). (b) The Parent Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(e) and Section 8.3(d), (ii) deliver to L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, a tax representation letter, dated as of the date of the Company Merger Effective Time (and, if required, as of the effective date of the Form S-4) and signed by an officer of the Parent Parties, containing customary representations of the Parent Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render the opinion described in Section 8.3(d) on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4), and (iii) deliver to B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Parent Parties, containing representations of the Parent Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, as described in Section 8.2(e), and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, as described in Section 8.3(e).