Company Taxes. The Company has paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its properties or assets.
Company Taxes. The actual distributions from the Company to its shareholders following its most recent taxable year end through the Closing Date plus its deemed liquidating distribution of the Company resulting from the Merger for federal income tax purposes will eliminate its "REIT taxable income" (as that term is defined in Section 857(b)(2)) from its most recent taxable year end through the Closing Date, including, without limitation, gain from the deemed sale of assets by the Company to CSLC for federal income tax purposes.
Company Taxes. (a) Company and each Company Subsidiary have timely filed, or caused to be filed, taking into account any valid extensions of due dates, completely and accurately, in all material respects, all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes (“Tax Returns”) required to be filed by or on behalf of Company and each Company Subsidiary with any Tax authority. Such Tax Returns are true, correct and complete in all material respects. Company and each Company Subsidiary have paid all Taxes required to be paid.
(b) Company and Company Subsidiaries have collected all sales, use, goods and services or other commodity Taxes required to be collected and remitted or will remit the same to the appropriate Tax authority within the prescribed time periods. Company and each Company Subsidiary have timely withheld or paid all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act (“FICA”), Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld or paid by Company and each Company Subsidiary with respect to any of its employees, former employees, directors, officers, residents and non-residents or third parties.
(c) Neither Company nor any Company Subsidiary has been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Company or any Company Subsidiary, nor has Company or any Company Subsidiary executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(d) Since January 1, 2002, none of the Tax Returns of Company or any Company Subsidiary have ever been audited by the IRS or any other Governmental Entity. No examination of any Tax Return of Company or any Company Subsidiary is currently in progress, and neither Company nor any Company Subsidiary has received written notice of any (i) pending or proposed audit or examination, (ii) request for information regarding Tax matters, or (iii) notice of deficiency or prepared adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against Company or any Company Subsidiary, and Company does not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed.
(e) Company has no liability for unpaid Taxes which has not been accrued for or reserved on the Company Balance Sheet in accordance with GAAP, whether asse...
Company Taxes. The Company shall pay taxes in accordance with the -------------- stipulations of published and publicly available Chinese laws and regulations using the maximum deductions and allowable deductions and preferential treatments allowed in these some laws and regulations of the Income Tax Law for Foreign Investment Enterprises and Foreign Companies. The Company shall apply for the maximum allowable deductions and maximum allowable credits and maximum allowable preferential treatments allowed in these same laws and regulations covering and taxes.
Company Taxes. (a) All taxes, including, without limitation, income, property, sales, use, franchise, excise, value added, capital, social security, withholding, and employees' withholding taxes imposed by the State of Israel, by any foreign country, or by any political subdivision of the State of Israel or any foreign country, which have become due and payable by the Company or any of its Subsidiaries prior to the date of this Agreement and which are material to the Company and its Subsidiaries, including any material taxes for which the Company or any of its Subsidiaries is liable under contract or other arrangement, together with any interest or penalties thereon (the "Company Taxes"), have been paid in full or adequately provided for by reserves shown on the books of account of the Company; all deposits required by law to be made by the Company and its Subsidiaries with respect to the Company Taxes have been duly made, and all material returns with respect to the Company Taxes which are levied on the basis of income have been filed with, and where indicated on Schedule 2.20.1 of the Company Schedule, have been examined by the relevant tax authorities through the fiscal years ended on or before December 31, 1996, and no extension of time for the assessment of deficiencies with respect to Company Taxes has been granted by the Company and is in effect for any fiscal year. As of June 30, 1997, neither the Company nor any Subsidiary was liable for the payment of the Company Taxes which are levied on the basis of income in any jurisdiction other than those listed on Schedules 2.2 and 2.8 of the Company Schedule. No deficiency or adjustment in respect of any of the Company Taxes has been assessed against the Company or any Subsidiary prior to the date of this Agreement and remains unpaid, other than such Company Taxes which are being contested in good faith and disclosure of which has been previously made in writing to the Purchaser, and to the knowledge of the Company there is not any proposed or threatened assessment of additional liability for Company Taxes (that remains unpaid) against the Company or any Subsidiary for any period ending prior to June 30, 1997.
(b) Schedule 2.20.1 of the Company Schedule lists each material tax incentive (other than generally available incentives that are not specifically granted or awarded to the Company) to which the Company is entitled under the laws of the State of Israel as of the date of this Agreement, the period for which such ta...
Company Taxes. (a) Sellers shall be allocated and bear all Pre-Effective Time Company Taxes, and Purchaser shall be allocated and bear all Post-Effective Time Company Taxes.
(b) For purposes of determining the amounts of any Pre-Effective Time Company Taxes and any Post-Effective Time Company Taxes: Company Taxes that are attributable to the severance or production of Hydrocarbons (other than such Company Taxes that are Income Taxes or that are ad valorem, property or similar Company Taxes imposed on a periodic basis) shall be allocated to the Tax period (or portion of any Straddle Period) in which the severance or production giving rise to such Company Taxes occurred; Company Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Company Taxes that are Income Taxes, are ad valorem, property or similar Company Taxes imposed on a periodic basis, or described in clause (i)), shall be allocated to the Tax period (or portion of any Straddle Period) in which the transaction giving rise to such Company Taxes occurred; Company Taxes that are ad valorem, property or other similar Company Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Company Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, on the one hand, and the number of days in such Straddle Period that occur on or after the date on which the Effective Time occurs, on the other hand; and Company Taxes that are Income Taxes payable with respect to any Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by determining the amount of such Company Taxes that would be payable if the Straddle Period ended on the date immediately preceding the date on which the Effective Time occurs, which amount shall be a Pre-Effective Time Company Tax, and the amount of such Company Taxes that would be payable if the Straddle Period began on the date on which the Effective Time occurs, which amount shall be a Post-Effective Time Company Tax.
(c) To the extent the actual amount of a Company Tax is not known at the time an adjustment is to be made with...
Company Taxes. The Company has filed accurately and in correct form all tax returns required by law, and all franchise, Social Security, withholding, real and personal property tax, sales and use tax, and all other returns that are required to be filed. The Company has paid all taxes required to be paid by it. No audit of any taxing authority (including without limitation, the Internal Revenue Service) is currently being conducted, nor is any such audit pending or threatened with respect to the Company.
Company Taxes. All amounts to be paid by COMPANY to MS herein are exclusive of any federal, state, municipal or other governmental taxes, including income, franchise, excise, sales, use, gross receipts, value added, goods and services, property or similar tax, now or hereafter imposed on COMPANY. Such charges shall be the responsibility of COMPANY and may not be passed on to MS, unless they are owed solely as a result of entering into this Agreement and are required to be collected from MS under applicable law.
Company Taxes. (a) The Company has timely filed all material Tax Returns required to be filed under applicable Law by the Company for all taxable periods ending on or before the date hereof taking into account all available extensions. The Company has timely paid all material Taxes required to be paid by it shown on such Tax Returns, except to the extent such Taxes are being contested in good faith; and
(b) the Company has not “participated” in any “reportable transaction” or “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b).
Company Taxes. In the case of the Company only, (1) all Tax Returns that are required to be filed (taking into account any extensions of time within which to file) by or with respect to it and its Significant Subsidiaries have been duly and timely filed, (2) all Taxes shown to be due on the Tax Returns referred to in clause (1) have been paid in full, (3) all Taxes that it or any of its Significant Subsidiaries is obligated to withhold from amounts owing to any employee, creditor or third party have been withheld and paid over to the proper Governmental Authority, to the extent due and payable, and (4) no extensions or waivers of statutes of limitation have been given by or requested with respect to any of its U.S. federal income taxes or those of its Significant Subsidiaries. The Company has either paid or made provision in accordance with GAAP, in the consolidated financial statements included in the Regulatory Filings filed before the date hereof, for all Taxes of the Company and its Significant Subsidiaries that accrued on or before the end of the most recent period covered by its Regulatory Filings filed before the date hereof. Except for Permitted Liens, to the Company’s Knowledge, no Liens for Taxes exist with respect to any of its assets or properties or those of its Significant Subsidiaries.
