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.Schedule 4.12 identifies with an asterisk each Assumed Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract to the Purchaser.Section 4.13 Tax Returns; Taxes.(a) Except as otherwise disclosed on Schedule 4.13(a): (i) all Tax Returns due to have been filed by the Company through the date hereof in accordance with all applicable Laws have been duly filed and are correct and complete in all respects; (ii) all Taxes, deposits and other payments for which the Company may have liability (whether or not shown on any Tax Return) have been paid in full or are accrued as liabilities for Taxes on the books and records of the Company; (iii) the amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable) on the books of the Company, shall be adequate, based on the tax rates and applicable Laws in effect, to satisfy all liabilities for Taxes of the Company in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (iv) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by the Company; (v) all deficiencies asserted as a result of any examination of a Tax Return of the Company have been paid in full, accrued on the books of the Company or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (vi) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company are being asserted, proposed or threatened, and no audit or investigation of any Tax Return of the Company is currently underway, pending or threatened; (vii) no claim has ever been made against the Company by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns and whereSample Asset Purchase Agreement239it is or may be subject to taxation; (viii) the Company has withheld and paid all Taxes required to have been paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor or stockholder thereof or other third party; (ix) there are no outstanding waivers or agreements by the Company or the Shareholder for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any taxing authority; (x) there are no Liens for Taxes with respect to the Company or the Assets other than Liens for Taxes that are not yet due and payable, and no such Liens are pending or threatened; (xi) the Company has not been a member of an affiliated group filing a consolidated federal income Tax Return; and (xii) the Company does not have any liability for the Taxes of any Person (other than for itself) 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.(b) Except as set forth on Schedule 4.13(b), the Company has delivered to the Purchaser true and complete copies of all open income Tax Returns (together with any agent’s reports and any accountants’work papers) relating to its operations for the years for which Tax Returns are due to have been filed.Section 4.14 Officers and Employees.Schedule 4.14 contains a true and complete list of (a) all of the officers of the Company, specifying their position, annual rate of compensation, date of birth, date of hire, social security number, home address, work location, length of service, hours of service, tax withholding history and the allocation of amounts paid and other benefits provided to each of them, respectively, and any other information reasonably requested by the Purchaser and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of the Company as of the date hereof, specifying their position, status, annual salary, hourly wages, date of birth, date of hire, social security number, home address, work location, length of service, hours of service, tax withholding history and the allocation of amounts paid and other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or of the rendering of services by such independent contractor and any other information reasonably requested by the Purchaser.Except as set forth on Schedule240APPENDIX C4.14, the Company is not a party to or bound by any Employment Agreement.The Company has provided to the Purchaser true, correct and complete copies of each such Employment Agreement.Neither the Company nor the Shareholder has received a claim from any Governmental Entity to the effect that the Company has improperly classified as an independent contractor any Person named on Schedule 4.14
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