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, if any, 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. 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
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

Related to Filing of Returns; Payment of Taxes; Liens

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

  • 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 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 The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Treatment of Taxes Except as otherwise provided in the Loan Agreement, the proceeds of the Loan may be withdrawn to pay for taxes levied by, or in the territory of, the Borrower or the Guarantor on the goods or services to be financed under the Loan, or on their importation, manufacture, procurement or supply. Financing of such taxes is subject to the Bank’s policy of requiring economy and efficiency in the use of the proceeds of its loans. To that end, if the Bank shall at any time determine that the amount of any taxes levied on or in respect of any item to be financed out of the proceeds of the Loan is excessive or otherwise unreasonable, the Bank may, by notice to the Borrower, adjust the percentage for withdrawal set forth or referred to in respect of such item in the Loan Agreement as required to be consistent with such policy of the Bank.” (b) Section 6.03 (c) of the General Conditions is amended by replacing the words “corrupt or fraudulent” with the words “corrupt, fraudulent, collusive or coercive”. Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings:

  • Compliance with Laws; Payment of Taxes The Borrower will, and will cause each of its Subsidiaries and each member of the Controlled Group to, comply with applicable laws (including but not limited to ERISA), regulations and similar requirements of governmental authorities (including but not limited to PBGC), except where the necessity of such compliance is being contested in good faith through appropriate proceedings diligently pursued. The Borrower will, and will cause each of its Subsidiaries to, pay promptly when due all taxes, assessments, governmental charges, claims for labor, supplies, rent and other obligations which, if unpaid, might become a lien against the property of the Borrower or any Subsidiary, except liabilities being contested in good faith by appropriate proceedings diligently pursued and against which, if requested by the Bank, the Borrower shall have set up reserves in accordance with GAAP.

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