9Taxes. All tax returns required to be filed by the Company or any Subsidiary in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees, and other governmental charges upon the Company or any Subsidiary or upon any of its Property, income or franchises, which are shown to be due and payable in such returns, have been paid, except such taxes, assessments, fees and governmental charges, if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which adequate reserves established in accordance with GAAP have been provided or where the failure to so file or pay would not cause a Material Adverse Effect. The Company does not know of any proposed additional tax assessment against it or its Subsidiaries for which adequate provisions in accordance with GAAP have not been made on their accounts. Adequate provisions in accordance with GAAP for taxes on the books of the Company and each Subsidiary have been made for all open years, and for its current fiscal period.
9Taxes. All Tax Returns that are required to be filed by or with respect to the Assets prior to the Closing Date (taking into account any valid extension of time within which to file) have been or will be timely filed prior to the Closing Date and all such Tax Returns are or will be true, correct and complete in all material respects. All Taxes due and payable by or with respect to the Assets (whether or not shown on any Tax Return) have been fully paid and all deficiencies asserted or assessments made with respect to such Tax Returns have been paid in full or properly accrued for by Sellers. No examination, audit, claim, assessment, levy or administrative or judicial proceeding regarding any of the Tax Returns described in this Section 3.9 or any Taxes of or with respect to the Assets are currently pending or have been proposed in writing or have been threatened. No waivers or extensions of statutes of limitations have been given or requested in writing with respect to any amount of Taxes of or with respect to the Assets or any Tax Returns of or with respect to the Assets.
9Taxes. The Company has not yet undertaken any actions that would have caused it to incur any obligation in connection with any Taxes other than franchise taxes under Delaware law.
9Taxes. Each of the Borrower and its Subsidiaries has filed or caused to be filed all United States federal income tax returns and all other material tax returns which, to the knowledge of the Borrower, are required to be filed and has paid (a) all taxes shown to be due and payable on said returns or (b) all taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested and with respect to which reserves in conformity with GAAP have been provided on the books of such Person), and no tax Lien has been filed, and, to the best knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.
9Taxes. Each Borrower and Subsidiary has filed all federal, state and local tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested. The provision for Taxes on the books of each Borrower and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.
9Taxes. (a) Each Seller has timely filed with all appropriate governmental agencies all Tax or information returns and Tax reports required to be filed. All such returns and reports were correct and complete and were prepared in accordance with applicable laws and regulations; and all Taxes of each Seller, and all interest, penalties, assessments or deficiencies claimed to be due by any such taxing authority with respect to the foregoing, regardless of whether reflected on such returns, have been fully paid.
(b) Each Seller has made adequate accruals for the payment of all Taxes payable in respect of the period subsequent to the last period for which such Taxes were paid, and, to the Knowledge of Sellers, no Seller has any liability for such Taxes in excess of the amounts so paid or accruals so made.
(c) Each Seller has complied with all applicable laws relating to the withholding of Taxes and has, within the time and within the manner prescribed by law, withheld and paid over to the proper taxing authorities all amounts required to be withheld and paid over under all applicable laws in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, member and any other third party.
9Taxes. (a) The Company has timely filed when due (or has had filed on its behalf) with the appropriate Tax Authority all Tax Returns required to be filed (taking into account applicable extensions validly obtained) with respect to the Company and has timely paid (or has had paid on its behalf) all material Taxes due and payable by the Company (whether or not shown as due on any Tax Return). All Tax Returns filed by the Company are true, correct, and complete in all material respects.
(b) The Company has timely and properly withheld or collected and paid to the appropriate Tax Authority all material Taxes required to have been withheld or collected and paid and all material reporting requirements with respect thereto have been complied with.
(c) The Company is not the subject of a Tax audit, Tax examination or other proceeding by any Tax Authority against the Company relating to Taxes and the Company has not received from any Tax Authority any written notice indicating an intent to open such an audit, examination or proceeding.
(d) The Company has not received from any Tax Authority any written notice of a proposed adjustment, deficiency, or underpayment of Taxes that has not since been satisfied by payment or been withdrawn.
(e) The Company has not consented to extend the time or is the beneficiary of any extension of time in which any material Tax may be assessed or collected by any Tax Authority (other than any extension that is no longer in effect).
(f) No unresolved written claim has been made by any Tax Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.
(g) The Company has not filed or been included (or been required to file or be included) in a combined, consolidated, unitary or similar income Tax Return (a “Consolidated Tax Return”), other than any such Tax Return of which Seller is the common parent (a “Seller Consolidated Tax Return”).
(h) The Company has not engaged in any transaction that, as of the date hereof, is a “reportable transaction” (other than a “loss transaction”) under Section 1.6011-4(b) of the Treasury Regulations.
(i) The Company (or any predecessors thereof by merger or consolidation) has not distributed the stock of another entity or has had its stock distributed by another entity in a transaction that was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.
(j) There are no current Encumbrances on any...
9Taxes. All payments made by Borrowers under the Note, this Agreement and the other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (other than taxes imposed on the income of Lender, or any franchise taxes assessed to Lender).
9Taxes. For purposes of this Section 4.9, the term Seller shall include a reference to any Affiliate of Seller and any other current or former subsidiary, affiliate, predecessor entity or joint venture with respect to which (i) Seller is liable for Taxes attributable to such entity or (ii) the Tax positions of such entity are binding upon Seller.
(a) All material Tax Returns of Seller with respect to the Business or the Purchased Assets that are required to have been filed on or prior to the Closing Date have been properly prepared and duly and timely filed and are true, correct and complete in all material respects. All material Taxes shown to be due on such Tax Returns or otherwise required to be paid have been timely paid in full.
(b) There are no Encumbrances for Taxes upon any of the Purchased Assets except for Permitted Encumbrances.
(c) Seller has complied in all material respects with all applicable Laws relating to the withholding of Taxes and payment thereof with respect to the Business and the Purchased Assets.
(d) None of the Purchased Assets is property that is or will be required to be treated as being (i) owned by any person other than Seller pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect immediately prior to the Tax Reform Act of 1986; (ii) “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code; or (iii) “tax-exempt bond finance property” within the meaning of Section 168(g) of the Code or otherwise secures any debt the interest on which is exempt under Section 103(a) of the Code.
(e) Seller is not a “foreign person” within the meaning of Section 1445 of the Code.
(f) With respect to employment, sales and use and real property Taxes (“Specified Taxes”) only:
(i) Seller is not currently the beneficiary of any extension of time within which to file any Tax Return with respect to the Business or the Purchased Assets;
(ii) no claim has been made by a Governmental Authority in a jurisdiction where Seller does not file Tax Returns to the effect that Seller is or may be subject to Tax by that jurisdiction by reason of its ownership of or activities with respect to the Business and/or the Purchased Assets, nor is Seller aware that any such claim of jurisdiction is pending or threatened;
(iii) no deficiency for Taxes has been proposed, asserted or assessed against Seller with respect to the Business, the Purchased Assets, the Assumed Obligations or the trust that holds the Financial A...
9Taxes. Pay and discharge all taxes, assessments or other governmental charges or levies imposed on it or any of its property or assets prior to the date on which any penalty for non-payment or late payment is incurred, unless the same are (a)(i) currently being contested in good faith by appropriate proceedings, diligently prosecuted and (ii) are covered by appropriate reserves maintained in cash or cash equivalents in accordance with U.S. GAAP and/or the accrual method of accounting or (b) the failure to make such payment would not reasonably be expected to result in a Material Adverse Effect.
