General Tax Matters. Except as set forth in Schedule 4.19.3 ------------------- --------------- (which sets forth the open taxable periods of the Company and Metroquip for sales, payroll, personal property, and federal and state income taxes), with respect to each taxable period for the Company or Metroquip ending on or prior to the date hereof or as of the Effective 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 or Metroquip; (iii) neither the Company nor Metroquip has consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Company or Metroquip 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 to the knowledge of Seller or the Company, threatened against or with respect to the Company or Metroquip regarding Taxes; (vi) neither the Company nor Metroquip has 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 or Metroquip; (vii) there are no liens, pledges, charges, claims, security interests, or other encumbrances on the assets of the Company or Metroquip relating or attributable to Taxes (other than liens for sales and payroll Taxes not yet due and payable) and the Company, Metroquip and the Seller have no knowledge of any reasonable basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any lien, pledge, charge, claim, security interest, or other encumbrance on the assets of the Company or Metroquip; (viii) neither the Company nor Metroquip will be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Effec...
General Tax Matters. (i) Each of the Acquired Companies has (A) prepared and timely filed (taking into account any extension of time within which to file) all of its Tax Returns, 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). None of the Acquired Companies is a beneficiary of any extension of time within which to file any Tax Return (other than automatic extensions).
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).
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.
General Tax Matters. (a) Each of the Company and its Subsidiaries has accurately prepared and properly and timely filed (including any extensions) all material Returns required to be filed by it under any applicable Law. 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 the Company 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.
General Tax Matters. All Taxes with respect to the Interest that Sellers are or were 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. Sellers (i) have 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) have 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 Sellers and filed by the statutory deadline.
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.
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. (i) Except as set forth in Section 3.8(a)(i) of the Disclosure Schedules, each of the Acquired Companies has (A) prepared and timely filed all Tax Returns required to be filed by it, 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). None of the Acquired Companies is a beneficiary of any extension of time within which to file any Tax Return, which is still in effect.
General Tax Matters. With respect to each taxable period for AGI ending on or before the Closing Date (or as of such other date as set forth below), (A) AGI will not be required (X) as a result of a change in method of accounting for a taxable period ending on or prior to the Closing Date, to include any adjustment under Section 481 of the Code (or any corresponding provision of state, local, or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Closing Date or (Y) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local, or foreign law) to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Closing Date; (B) AGI is not a party to or bound by any tax allocation or tax sharing agreement and has no current or potential obligation to indemnify any other person with respect to any Tax or pay the Taxes of any other person under Treasury Regulations Section 1.1502-6 (or any similar provisions of state, local, or foreign law) as a transferee or successor, by contract or otherwise; (C) AGI has not been a "U.S. real property holding corporation" (within the meaning of Code Section 897(c)(2)) during the applicable period specified in Code Section 897(c)(1)(A)(ii); (D) AGI was not acquired in a qualified stock purchase under Code Section 338(d)(3) and no elections under Code Section 338(g), protective carryover basis elections, or offset prohibition elections are applicable to AGI; (E) AGI has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to an employee, independent contractor, shareholder, or other third party; (F) no income under any arrangement or understanding to which AGI is a party will be attributed to AGI which is not represented by income to which AGI is legally entitled; and (G) AGI owns no interest in any "controlled foreign corporation" (within the meaning of Code Section 957), "passive foreign investment company" (within the meaning of Code Section 1296) or other entity the income of which is required to be included in the income of AGI whether or not distributed A-14
