M&A Boot Camp booklet 2023 - Flipbook - Page 116
terms and requirements of the respective Governmental Authorizations identified in Part 2.13(a) of the Disclosure Schedule. Since January 1,
2006, the Company has not received any written notice (or, to the Knowledge of the Company, other communication) from any Governmental
Body regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization;
or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental
Authorization.
(b) No Subsidies. The Company does not possess (and the Company has never possessed) or have any rights or interests with respect
to (and the Company has never had any rights or interests with respect to) any grants, incentives or subsidies from any Governmental Body.
2.14 Tax Matters.
(a) Tax Returns and Payments. All Tax Returns required to be filed by or on behalf of the Company (the “Company Returns”) have
been timely and properly filed and are true, accurate and complete in all material respects. All Taxes of the Company that are due and payable
have been timely and properly paid. All Taxes required to be withheld by the Company have been properly and timely withheld and remitted.
The Company has delivered to Parent accurate and complete copies of all Tax Returns filed by the Company since December 31, 2004. Part
2.14(a) of the Disclosure Schedule lists each jurisdiction in which the Company is required to file a Tax Return. No claim has ever been made
by an authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The
Company Financial Statements properly and adequately accrue or reserve for Tax liabilities in accordance with GAAP.
(b) Audits; Claims. Except as set forth in Part 2.14(b) of the Disclosure Schedule, no Company Tax Return has ever been examined or
audited by any Governmental Body. The Company has not received from any Governmental Body any: (i) notice indicating an intent to open
an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No
extension or waiver of the limitation period applicable to any Tax Returns has been granted by or requested from the Company. No claim or
Legal Proceeding is pending or threatened against the Company in respect of any Tax. There are no liens for Taxes upon any of the assets of
the Company except liens for current Taxes not yet due and payable (and for which there are adequate accruals, in accordance with GAAP).
(c) Parachute Payments. As a result of the Merger, the Company will not be obligated to make any payment that could a “parachute
payment” to a “disqualified individual” within the meaning of Section 280G of the Code.
(d) Closing Agreements; Etc. The Company will not be required to include any item of income in, or exclude any item of deduction from,
taxable income for any taxable period (or portion there) ending after the Closing Date as a result of any change in method of accounting,
closing agreement, intercompany transaction, installment sale or prepaid amount received for a taxable period ending on or prior to the
Closing Date. The Company is not a party to or bound by any Tax allocation or sharing agreement. The Company has: (A) never been a
member of an Affiliated Group; or (B) no Liability for the Taxes of any Person (other than the Company).
(e) Distributed Stock. The Company has not distributed stock of another Person, and the Company has not had its stock distributed by
another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.
26.