General Tax Matters Sample Clauses

General Tax Matters. (a) Each of Parent and its Subsidiaries has accurately prepared and properly and timely filed (including any extensions) all Returns required to be filed by it under any applicable Law except where the failure to accurately report or timely file would not have a Material Adverse Effect on Parent. Such Returns are true, complete, accurate and correct in all material respects and do not contain a disclosure statement under Section 6662 of the Code or any predecessor provision or comparable provision of state, local or foreign Law. Each of Parent and its Subsidiaries is and has been in material compliance with all applicable Laws pertaining to Taxes, including all applicable Laws relating to record retention. (b) Each of Parent and its Subsidiaries has timely paid all Taxes (whether or not shown on any Return) it is required to have paid except where contested in good faith by appropriate proceedings or where the failure to timely pay would not have a Material Adverse Effect on Parent. All Taxes of Parent and its Subsidiaries accrued following the end of the most recent period covered by the Parent Interim Financial Statements delivered on or prior to the date hereof have been accrued in the ordinary course of business and do not exceed comparable amounts incurred in similar periods in prior years (taking into account any changes in Parent’s or the applicable Subsidiary’s operating results). (c) All deficiencies asserted or assessments made against Parent or any of its Subsidiaries as a result of any examinations by any taxing authority have been fully paid and no rationale underlying a claim for Taxes has been asserted previously by any taxing authority that reasonably could be expected to be asserted in any other period. (d) There are no Encumbrances for Taxes, other than Encumbrances for current Taxes not yet due and payable, upon the assets of Parent or any of its Subsidiaries. (e) Neither Parent nor any of its Subsidiaries is a party to or bound by any closing agreement, Tax ruling or offer in compromise with any taxing authority. (f) Schedule 4.10(f) of the Parent Disclosure Schedule sets forth all foreign jurisdictions in which Parent and its Subsidiaries are subject to Tax, are engaged in business or have a permanent establishment. Neither Parent nor any of its Subsidiaries has entered into a gain recognition agreement pursuant to Treas. Reg. § 1.367(a)-8. Neither Parent nor any of its Subsidiaries has transferred an intangible the transfer of which w...

General Tax Matters. Except as set forth in Schedule 4.21.3, with respect to each taxable period for the Company ending on or before the Closing Date (or as of such other date as set forth below), (i) either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and each taxable period is not subject to review by a relevant taxing authority; (ii) no deficiency or proposed adjustment that has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company; (iii) the Company has not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Company has not requested or been granted an extension of the time for filing any Tax Return; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending, or threatened against or with respect to the Company regarding Taxes; (vi) the Company has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state, local or foreign law) apply to any disposition of subsection (f) assets (as defined in Section 341(f)(4) of the Code) owned by the Company; (vii) there are no Encumbrances on the assets of the Company relating or attributable to Taxes (other than liens

General Tax Matters. (i) The Company has (A) prepared and timely filed all Tax Returns required to be filed by or on behalf of the Company, and such Tax Returns are true and correct in all respects and (B) timely paid all material Taxes required to be paid by the Company (whether or not shown on a Tax Return). The Company is not the beneficiary of any extension of time within which to file any Tax Return, other than automatic extensions obtained in the Ordinary Course of Business. All accrued and unpaid Taxes of the Company as of close of business on the Closing Date will be included in the Estimated Closing Indebtedness Amount. (ii) The Company has paid or withheld or collected with respect to its Employees, stockholders and other third parties, all Taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts and other Taxes required to be paid or withheld or collected, has timely paid over any such Taxes and other amounts to the appropriate Governmental Entity in accordance with applicable Law, and has filed all Tax Returns to the extent required to be filed by the Company with respect thereto. (iii) There is no Tax deficiency outstanding, assessed or proposed in writing against the Company, and the Company has not executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Tax Return of the Company is presently in progress, nor has the Company been notified in writing (or, to the Knowledge of the Company, otherwise) of any request for such an audit or other examination. No written claim, or, to the Knowledge of the Company, any unwritten claim, has ever 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 Tax in that jurisdiction. No adjustment relating to any Tax Return filed by the Company has been proposed in writing (or, to the Knowledge of the Company, otherwise) by any Tax authority. The Company is not a party to or bound by any closing or other agreement or ruling with any Governmental Entity with respect to Taxes. There are no matters relating to Taxes under discussion between any Tax authority and the Company. (v) As of the Balance Sheet Date, the Company has no liabilities for unpaid Taxes which have not been accrued or reserved on the Current Balance Sheet, whether asserted or unasserted, contingent or otherwis...

General Tax Matters. (a) The Management Committee or its designee shall cause the Partnership Accountants to prepare on a timely basis all returns necessary for U.S. federal, state and local income tax purposes pursuant to the Code, and all other tax returns and reports deemed necessary and required in the jurisdictions in which the Partnership does business, or to review such returns if they are prepared by the Partnership, and to prepare or review for the Partners on a timely basis the information necessary to determine estimated tax payments. Each Partner shall provide, as promptly as feasible, such information as the Partnership Accountants may request in preparing such returns. The preparation or review of Partnership income tax returns or estimated tax information by the Partnership Accountants shall be undertaken at the Partnership’s expense. Drafts of federal and state income tax returns shall be submitted to each Partner for review at least 30 days prior to their respective due dates (or 90 days prior to their respective due dates if the Partnership has requested one or more extensions). (b) As soon as possible after the close of each fiscal year of the Partnership, and in any event no later than May 1 of the next fiscal year, the Management Committee or its designee shall provide each Partner with a notice (the “Tax Information Notice”) containing such information with respect to the Partnership’s operations during the preceding fiscal year as shall be necessary for the preparation and filing of such Partner’s federal, state and local income tax returns. Each Tax Information Notice shall set forth the material tax accounting principles and elections under the Code to be used or made by the Partnership with respect to such preceding fiscal year. Unless otherwise approved by the Management Committee, after the date of the Tax Information Notice, no changes shall be made to the tax accounting principles and elections under the Code set forth therein. The Partnership shall utilize the accrual method of accounting for federal income tax purposes and shall make the election to amortize the organizational expenses of the Partnership as permitted by Section 709 of the Code and the election pursuant to Section 754 of the Code. The Partnership shall make any other elections required or permitted to be made under the Code in such manner as the Management Committee shall determine. For the proper administration of the Partnership, the Partnership shall (i) adopt such conventions...

General Tax Matters. All Taxes with respect to the Interest that Seller is or was required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental or Regulatory Body or other Person, or to the extent applicable, will be paid on or before the date upon which such Taxes are required to be paid pursuant to applicable Law. Seller (i) has timely filed all tax returns for the Joint Venture that are required to have been filed by it with all appropriate governmental agencies (and all such returns are complete and fairly reflect the Joint Venture’s operations for tax purposes in all material respects), and (ii) has timely paid all Taxes owned by the Joint Venture. There are no unresolved questions or claims concerning the Joint Venture’s tax liability. The Joint Venture’s tax returns have not been audited by any taxing authority. There is no pending dispute with any taxing authority relating to any tax returns of the Joint Venture. All final tax returns of the Joint Venture will be prepared by the Seller and filed by the statutory deadline.

General Tax Matters. (i) The Company has (A) prepared and filed all Tax Returns that it is required to file, and such Tax Returns are true, correct and complete in all material respects, and (B) timely paid all Taxes required to be paid by it (whether or not shown on a Tax Return). The Company is not a beneficiary of any extension of time within which to file any Tax Return other than pursuant to customary extensions of the due date for filing a Tax Return.

General Tax Matters. The Sellers and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party or parties and at the requesting party’s out-of-pocket expense, in connection with the filing of any Tax returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention of all books and records relating to Tax matters pertinent to the Companies for a period of six (6) years after the Closing and (upon the other party’s request and expense) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

General Tax Matters. The TMP (as defined in Section 10.5 below) shall cause the preparation and timely filing of all tax or information returns or reports required to be filed by the Company pursuant to the Code, and of all other tax returns and reports deemed necessary and required in the jurisdictions in which the Company does business. As soon as possible after the close of each fiscal year of the Company, and in any event no later than May 1 of the next fiscal year, the Managing Member shall provide each Class A Member with a notice (the “Tax Information Notice”) containing such information with respect to the Company’s operations during the preceding fiscal year as shall be necessary for the preparation and filing of such Member’s federal, state and local income tax returns. The Managing Member shall cause the Company to make any elections required or permitted to be made under the Code in such manner as it reasonably may determine.

General Tax Matters the Corporation has duly completed and timely filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and re- assessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any governmental authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation and there are no actions, suits, proceedings, investigations or claims threatened or pending against the Corporation in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority;

General Tax Matters i. Except as set forth in Section 4.11(e)(i) of the Equityholders' Disclosure Schedule, all Tax Returns and related information which were required to be filed by CKS, PassGo and the PassGo Affiliates up to and including the date hereof (taking into account any extensions) have been filed, and such Tax Returns were true and correct when filed. All Taxes owed by the CKS, PassGo or any PassGo Affiliate have been paid when due. Any current extensions to any Tax Returns are set forth in Section 4.13(e) of the Equityholders' Disclosure Schedule. ii. Except as set forth in Section 4.11(e)(ii) of the Equityholders' Disclosure Schedule, no claim has ever been made by a Tax Authority in a jurisdiction where CKS, PassGo or the PassGo Affiliates do not file Tax Returns that they are or may be subject to taxation by that jurisdiction. There are no Security Interests on any of the assets of CKS, PassGo or the PassGo Affiliates that arose in connection with any failure (or alleged failure) to pay any Tax. iii. Except as set forth in Section 4.11(e)(iii) of the Equityholders' Disclosure Schedule, Section 4.11(e)(iii) of the Equityholders' Disclosure Schedule lists all income Tax Returns filed with any jurisdiction with respect to CKS, PassGo or the PassGo Affiliates for taxable periods ended on or after December 31, 1991, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. CKS has delivered to AXENT correct and complete copies of all such income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by CKS, PassGo or any PassGo Affiliate since December 31, 1991. iv. Except as set forth in Section 4.11(e)(iv) of the Equityholders' Disclosure Schedule, the unpaid Taxes of CKS, PassGo and the PassGo Affiliates do not exceed the reserve for Tax liability set forth in the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date. v. All Tax required to be deducted from any payments made by CKS, PassGo or any PassGo Affiliate which it is obliged or entitled to make or has been deducted and accounted in full to the relevant Tax Authority. vi. Neither the execution of this Agreement nor Closing will result in a liability to Tax on the part of CKS, PassGo or a PassGo Affiliate. vii. Except as set forth in Section 4.11(e)(vii) of the Equityholders' Disclosure Schedule, none of CKS, PassGo or a P...