Filing of Taxes. The Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments, if any, payable by the Borrower.
Filing of Taxes. You have filed all required federal, state and material local tax returns (or filed appropriate extensions for the filing of such returns), except to the extent such failure to file has not resulted in the creation of a Lien. Subject to Section 12, Paragraph “Taxes” and except as disclosed in Schedule 1, You have fully paid or You have reserved for and are contesting in good faith all taxes or installments (including any interest or penalties). You have fully paid or reserved for and are contesting in good faith all tax assessments that any of You have received for the 3 years preceding the Closing Date.
Filing of Taxes. Except as otherwise permitted in Section 12, Paragraph “Taxes”, You have (a) filed all required federal, state and local tax returns when due, (or filed appropriate extensions for the filing of such returns) except as otherwise excused under the terms of this Agreement and (b), You have fully paid or You have reserved for and are contesting in good faith all taxes or installments (including any interest or penalties) that are due and payable. You have fully paid or reserved for and are contesting in good faith all material tax assessments that You have received for the three (3) years preceding the Closing Date, except as may be otherwise excused under the terms of this Agreement.
Filing of Taxes. { TC \l2 "Section 4.35. Filing of Taxes" } The Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments, if any, payable by the Borrower.
Filing of Taxes. Borrower has filed all federal, state and local tax returns and has paid all of its current obligations before delinquent, including all federal, state and local taxes and all other payments required under federal, state or local law.
Filing of Taxes. You have filed all required federal, state and local tax returns (or filed appropriate extensions for the filing of such returns) required to be filed by You, except to the extent such failure to file has not resulted in the creation of a Lien (other than Permitted Liens). Subject to Section 12, Paragraph “Taxes”, You have fully paid or You have reserved for and are contesting in good faith all taxes or installments (including any interest or penalties) required to be paid by You. You have fully paid when due or reserved for and are contesting in good faith all tax assessments that any of You have received for the 3 years preceding the Closing Date.
Filing of Taxes. You have filed all required federal and material state and local tax returns, except to the extent that the failure to pay such taxes, fees or charges could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and has not resulted in the creation of a Lien. Subject to Section 12, Paragraph “Taxes”, You have fully paid or You have reserved for in accordance with GAAP and are contesting in good faith all taxes or installments (including any interest or penalties), except to the extent that the failure to pay such taxes, fees or charges could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and has not resulted in the creation of a Lien. You have fully paid or reserved for and are contesting in good faith all tax assessments that You have received for the 3 years preceding the Closing Date.
Filing of Taxes. Company has filed all federal, state and local tax returns and has paid all of its current obligations before delinquent, including all federal, state and local taxes and all other payments required under federal state or local law.
Filing of Taxes. (i) Purchaser shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns required to be filed (taking into account extensions of time to file) by the Amtrol Companies after the Closing Date with respect to any Pre-Closing Tax Period (each such return, a “Pre-Closing Tax Return”). Each Pre-Closing Tax Return (other than a Pre-Closing Tax Return that relates to a Foreign Company New Taxable Year) shall be prepared in a manner consistent with past practice, except as required by applicable Tax Law. Each such Pre-Closing Tax Return that is an Income Tax Return (each such Income Tax Return, a “Pre-Closing Income Tax Return”) will be submitted by Purchaser to the Stockholder Representative (together with schedules, statements and, to the extent requested by the Stockholder Representative, supporting documentation) at least thirty (30) days before the due date (including extensions) of such Pre-Closing Income Tax Return. Purchaser shall permit the Stockholder Representative and its agents or designees to review and comment on each such Pre-Closing Income Tax Return. In the event that the Stockholder Representative reasonably disagrees with any aspect of any such Pre-Closing Income Tax Return that relates to a Tax Liability for which the Company Securityholders would be responsible under Section 7.4(k) and provides written notice of such disagreement to Purchaser within fifteen (15) days after receipt of such Pre-Closing Income Tax Return, time being of the essence, the disagreement will be resolved by the Independent Accountants, whose resolution shall be final, binding and conclusive on the parties hereto. No amount shall be released from the Adjustment Escrow Account to the Stockholder Representative until after the Adjustment Escrow Release Date. The fees and expenses of the Independent Accountants incurred pursuant to this Section 7.4(a)(i) shall be allocated between Purchaser, on the one hand, and the Stockholder Representative, on the other hand, as follows: a portion of such accounting fees equal to the product of such accounting fees and a fraction, the numerator of which is the aggregate dollar amount of the disputed items resolved by the Independent Accountants in favor of Purchaser and the denominator of which is the aggregate dollar amount of all disputed items submitted to the Independent Accountants for resolution, shall be allocated to the Stockholder Representative, and the remainder shall be allocated to Purchaser (in...
Filing of Taxes. You have filed all federal, state and material local tax returns required to be filed by You (or filed appropriate extensions for the filing of such returns), except to the extent such failure to file has not resulted in the creation of a Lien. Subject to Section 12, Paragraph “Taxes”, You have fully paid or You have reserved for and are contesting in good faith all taxes or installments (including any interest or penalties except if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). You have fully paid or reserved for and are contesting in good faith all tax assessments that any of You have received for the 3 years preceding the Closing Date except if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000).
