k Taxes. Each Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect. No Loan Party nor any Subsidiary is party to any tax sharing agreement.
k Taxes. The Loan Parties and their Subsidiaries have filed all federal and other material tax returns and reports required to be filed, and have paid all federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material cviii CHAR1\1980830v3 Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement with any Person that is not a Loan Party.
k Taxes. To the extent that failure to do so would be reasonably likely to have a Material Adverse Effect, all tax returns required to be filed by any Credit Party in any jurisdiction have been filed and all Taxes (including mortgage recording taxes), assessments, fees, and other governmental charges upon such Credit Party or upon any of its properties, income or franchises have been paid prior to the time that such Taxes become delinquent. To the knowledge of any Credit Party, there is no proposed tax assessment against any Credit Party or any basis for such assessment which is reasonably likely to have a Material Adverse Effect and which is not being contested in good faith.
k Taxes. (i)Each member of the Company Group has duly and on a timely basis prepared and filed all income and other material Tax Returns required to be filed by it, and such Tax Returns are true, complete and correct in all material respects. No member of the Company Group has any contractual obligation (other than (i) any contractual obligation solely between or among the members of the Company Group or (ii) any contractual obligation pursuant to a contract entered into in the ordinary course of business of the Company Group the primary subject of which is not Taxes) to pay the amount of any material Tax benefits or material Tax refunds to any former shareholder(s) or other Person(s) that could give rise to a payment obligation after Closing.
k Taxes i.The Company and each of its Subsidiaries has (i) duly and timely filed (or there have been filed on their behalf) with the appropriate Taxing Authority all U.S. federal and all other material Tax Returns required to be filed by them, taking into account any extensions of time properly obtained within which to file such Tax Returns, and all such Tax Returns were and are correct and complete in all material respects, and (ii) duly and timely paid in full (or there has been duly and timely paid in full on their behalf), or made adequate provisions for, all material amounts of Taxes required to be paid by them, other than Taxes that are not yet due and payable or that are being contested in good faith by appropriate Proceedings and for which adequate reserves have been established in accordance with GAAP.
