Common use of Procedural Issues Clause in Contracts

Procedural Issues. (i) There are no liens for Taxes upon the assets of any of the Companies other than for Taxes not yet due and payable. (ii) No written claim has been made by any Taxing Authority in the last three years in a jurisdiction where any of the Companies does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. (iii) There are no outstanding commitments or agreements with any Taxing Authority extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, Taxes of any Company due for any taxable period and no power of attorney is currently in force or has been requested with respect to any matter relating to Taxes that could affect such Company following the Closing.

Appears in 1 contract

Sources: Stock Purchase Agreement (HealthMarkets, Inc.)

Procedural Issues. (i) There are no liens for Taxes upon the assets of any of the Companies either Transferred Company, other than for Taxes not yet due and payable. (ii) No written claim Neither of the Transferred Companies is doing or has been made by any Taxing Authority in the last three years done business in, engaged in a trade or business in, or has business in force in, any jurisdiction where any of the Companies does in which it has not file filed all required Tax Returns that it is or may be subject to taxation in that jurisdictionReturns. (iii) There are no outstanding commitments or agreements with any Taxing Governmental Authority extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, Taxes of any either Transferred Company due for any taxable period and no power of attorney is currently in force or has been requested with respect to any matter relating to Taxes that could affect such Transferred Company following the Closing.

Appears in 1 contract

Sources: Reinsurance and Asset Purchase Agreement (HealthMarkets, Inc.)