Filing of Returns; Payment of Taxes; Liens Sample Clauses

Filing of Returns; Payment of Taxes; Liens. (i) All returns of every nature of taxes required to be filed by the Company have been timely and otherwise properly filed, and no extensions of time in which to file any such returns are in effect; (ii) the Company has paid and satisfied on or before their respective due dates all taxes for periods covered by such returns; and without limiting the foregoing, the Company has made estimated tax payments sufficient to pay all taxes for the period ended December 31, 2004 and has made all estimated payments for periods thereafter in accordance with applicable law and in an amount sufficient to pay the taxes for such period (and not just the minimum amounts necessary to comply with estimated payment requirements of applicable law); (iii) all taxes and other amounts that the Company is or was required by applicable law to withhold or collect have been duly withheld and collected and have been paid over to the proper governmental authorities in accordance with applicable law; (iv) there are no liens for taxes on any of the Company's assets other than any lien imposed by applicable law for property taxes for the current tax period that are not yet due and payable; and (v) no material claim has been made in writing against the Company relating to any of its assets by any governmental authority in any jurisdiction in which the Company did not file sales, use, value-added or similar tax returns or other required filings or did not pay any such taxes, that the Company is or may be subject to any such tax by that jurisdiction.
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Filing of Returns; Payment of Taxes; Liens. Except as set forth in SCHEDULE 2.12: (i) all returns of every nature of Taxes (as hereinafter defined) required to be filed by the Company have been timely and otherwise properly filed, and no extensions of time in which to file any such returns are in effect; (ii) the Company has paid and satisfied on or before their respective due dates (including any extension periods) all Taxes for periods covered by such returns; (iii) all Taxes and other amounts that the Company is or was required by applicable law to withhold or collect have been duly withheld and collected and have been paid over to the proper governmental authorities in accordance with applicable law; and (v) there are no liens for Taxes on any of the assets or properties of the Company, except for statutory liens for Taxes that are not yet due or Taxes that are being contested in good faith. Except as set forth in SCHEDULE 2.12, the Company does not have any liability for any Taxes or duties (or interest or penalties with respect thereto) of any nature whatsoever and there is no basis for any additional Tax claims or assessments, other than Taxes accrued as stated liabilities on the balance sheet included in the Interim Financial Statements and Taxes accrued in the ordinary course of business since July 31, 1998 relating to the Company's operations after such date.
Sample 1
Filing of Returns; Payment of Taxes; Liens. Except as set forth ------------------------------------------ in Schedule 4.3: (i) all returns of every nature of taxes required to be filed ------------ by Storehouse have been timely and otherwise properly filed, and no extensions of time in which to file any such returns are in effect (and Schedule 4.3 lists ------------ all of Storehouse's federal, state, local or other income tax returns of taxes for the last three taxable years that have been provided to Xxxx); (iii) Storehouse has paid and satisfied on or before their respective due dates all taxes for periods covered by such returns; (iv) all taxes and other amounts that Storehouse is or was required by applicable law to withhold or collect have been duly withheld and collected and have been paid over to the proper governmental authorities in accordance with applicable law; (v) there are no liens for taxes on any of the assets owned by Storehouse other than permitted liens with respect to state and local taxes on property; and (vi) Storehouse does not have any liability for any taxes or duties (or interest or penalties with respect thereto) of any nature whatsoever, and there is no basis for any additional tax claims or assessments, other than taxes accrued as stated liabilities on the balance sheet included in the 1998 Financial Statements and taxes accrued in the ordinary course of business since January 31, 1998 relating to Storehouse operations after such date.
Sample 1
Filing of Returns; Payment of Taxes; Liens. Section 3.15(b) of the Disclosure Letter discloses the most recent audit or examination of Matrix with respect to each of income Taxes, municipal license Taxes, real property Taxes, sales and use Taxes and personal property Taxes. Except as set forth in Section 3.15(b) of the Disclosure Letter: (i) no audit of the returns of Matrix’s Taxes is currently being conducted (nor has any audit been conducted), and Matrix has not received from any Governmental Entity with jurisdiction or other authority as to Taxes (a “Tax Authority”) either a notice that it intends to conduct any other audit of returns of Taxes or any request for information with respect to Taxes; (ii) without limiting Subsection (a) above, all Taxes asserted (and other matters required) as a result of such examinations have been paid or finally settled; (iii) there are no outstanding agreements or waivers extending the statutory period of limitation applicable to any return of Taxes for any period with respect to Matrix; and (iv) there are no outstanding requests by Matrix for rulings from, or closing agreements with, any Tax Authority.
Sample 1

Related to Filing of Returns; Payment of Taxes; Liens

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

  • Filing of Tax Returns The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP), except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

  • Filing of Returns The parties agree that, unless required by the tax authorities, the Depositor, on behalf of the Issuer, will file or cause to be filed annual or other returns, reports and other forms consistent with the characterizations described in Section 2.11(a) and the first sentence of Section 2.11(b).

  • Payment of Taxes and Claims The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Payment of Taxes and Claims, Etc Pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and governmental charges imposed upon it or upon its property, and (ii) all claims (including, without limitation, claims for labor, materials, supplies or services) which might, if unpaid, become a Lien upon its property, unless, in each case, the validity or amount thereof is being contested in good faith by appropriate proceedings and adequate reserves are maintained with respect thereto.

  • Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

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