JBL » Topics » 3.15. Taxes.

This excerpt taken from the JBL 10-K filed May 15, 2007.

3.15. Taxes.

(a) Definition of Taxes. For the purposes of this Agreement, “Tax” or “Taxes” refers to any and all national, regional, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, provisional, estimated, or other tax of any kind whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

(b) Tax Returns and Audits.

(i) Graduate and each of its Subsidiaries has timely filed all returns, declarations, reports, claims for refund, or information returns or statements relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof

 

-12-


(“Returns”) required to be filed by Graduate and each of its Subsidiaries and have paid all Taxes shown to be due on such Returns.

(ii) Graduate and each of its Subsidiaries as of the Merger Effective Date will have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any independent contractor, creditor, stockholder or other third party.

(iii) Neither Graduate nor any of its Subsidiaries has been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Graduate or any of its Subsidiaries, nor has Graduate or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(iv) Except as otherwise disclosed in Section 3.15(b)(iv) of the Graduate Disclosure Letter, no audit or other examination of any Return of Graduate or any of its Subsidiaries is currently in progress, nor has Graduate or any of its Subsidiaries been notified of any request for such an audit or other examination. Except as otherwise disclosed in Section 3.15(b)(iv) of the Graduate Disclosure Letter, during the last three years, no Return of Graduate or any of its Subsidiaries has ever been audited or examined by any tax authority, and no notice of such an audit or examination has been received by Graduate or its Subsidiaries. No deficiencies for any Taxes have been proposed, asserted or assessed in writing against Graduate or any of its Subsidiaries that are not adequately reserved for, and no requests for waivers of the time to assess any such taxes have been granted or are pending (other than with respect to years that are currently under examination by the Service or other applicable taxing authorities).

(v) Except as otherwise disclosed in Section 3.15(b)(v) of the Graduate Disclosure Letter, no adjustment relating to any Returns filed by Graduate or any of its Subsidiaries has been proposed formally or informally by any Tax authority to Graduate or any of its Subsidiaries or any representative thereof and, to the knowledge of Graduate or any of its Subsidiaries, no basis exists for any such adjustment which would be material to Graduate.

(vi) To the knowledge of Graduate or any of its Subsidiaries, neither Graduate nor any of its Subsidiaries has any liability for unpaid Taxes which have not been accrued for or reserved on Graduate’s balance sheet as of June 30, 2006.

(vii) Except as otherwise disclosed in Section 3.15(b)(vii) of the Graduate Disclosure Letter, no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Graduate or any of its Subsidiaries.

(viii) Neither Graduate nor any of its Subsidiaries is party to or affected by any tax-sharing or allocation agreement or arrangement.

(ix) Section 3.15(b)(ix) of the Graduate Disclosure Letter lists (x) any Tax exemption, Tax holiday or similar Tax reducing agreement that Graduate or any of its Subsidiaries has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax sparing arrangement and (y) any expatriate tax programs or policies affecting Graduate or any of its Subsidiaries. To the knowledge of Graduate or any of its Subsidiaries, each of Graduate and its Subsidiaries is in material compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax sparing agreement or order of any Governmental Entity and the consummation of the transactions referenced in this Agreement will not have any adverse effect on the continued

 

-13-


validity and effectiveness of any such Tax exemption, Tax holiday or other Tax-sparing agreement or order.

(x) There are no liens for any Taxes upon the assets of Graduate or its Subsidiaries other than statutory liens for Taxes not yet due and payable.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki