Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority. (d) The Borrower has and shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file. (e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDED, HOWEVER, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Big Entertainment Inc)
Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 54-1214, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns The Borrower has received written notice from the respective state and local taxing authorities to which the Borrower is subject that such authorities have completed their respective examination of the Borrower Borrower's returns for all state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal which the Borrower is liable for the respective tax years through and including the Borrower's taxable year referenced on EXHIBIT 54-1214, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 54-1214, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file, unless (in the case of such payment obligations) Borrower is contesting the same in good faith and has established adequate cash reserves therefore, and the non-payment thereof does not result in the recording, filing or levying of an Encumbrance.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan that are otherwise required hereby to be paid as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDED, HOWEVER, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (ai) The No federal income tax returns of the any Borrower have been audited is presently under examination by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers taxable year referenced on EXHIBIT 5-12, annexed hereto, and all Service. All deficiencies, assessments, and other amounts asserted as a result of such examinations any previous examination have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.claim
(bii) All No returns of the any Borrower for state and local income, excise, sales, and other taxes have been audited (or closed is presently being examined by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all relevant taxing authority. All deficiencies, assessments, and other amounts asserted as a result of such examinations any previous examination have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(cb) Except as disclosed on said EXHIBIT 5-12Each Borrower has, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the such Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the such Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the such Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the such Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the each Borrower is obligated to so file.
(ec) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the any Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the any Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by has not received written notice from the Internal Revenue Service (that there are any deficiencies, assessments, or closed by applicable statutes) for all fiscal other amounts owed with respect to those tax years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 54-1214, annexed hereto, and all deficiencies, assessments, and other amounts asserted . Except as a result of such examinations have been fully paid or settled. No described in EXHIBIT 4-14 no agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of The Borrower has not received written notice from the respective state and local taxing authorities to which the Borrower is subject that there are any deficiencies, assessments, or other amounts owed for state and local income, excise, sales, and or other taxes have been audited (or closed by applicable statutes) for all fiscal with respect to those tax years through and including the Borrower's taxable year referenced on EXHIBIT 54-1214, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 54-1214, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, discretion may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Number Nine Visual Technology Corp)
Pay Taxes. (a) The Except as described EXHIBIT 4-13, the Borrower has filed all material tax returns and reports (federal, state and local) required to be filed by it, and paid all material taxes, assessments and other governmental charges imposed upon it and its property and assets, other than (i) such as are presently payable without interest or penalty, (ii) such as are being contested in good faith by appropriate proceedings, and for which adequate reserves are being maintained in accordance with GAAP, or (iii) with respect to local taxes, such local taxes payable by the Borrower which (A) the chief financial officer of the Borrower has no knowledge of the Borrower's obligation to pay and (B) the failure to pay does not have a material adverse effect on the business, property, assets or condition, financial or otherwise, of the Borrower. Except as described on EXHIBIT 4-13, the federal income tax returns of the Borrower have not been audited by the Internal Revenue Service (within the last three years, all prior audits have been closed, and there are no unpaid assessments, penalties or closed by applicable statutes) for all fiscal years through and including the Borrowers taxable year referenced other charges arising from such prior audits. Except as described on EXHIBIT 54-1213, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No no agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service or any state taxing authority to assert a deficiency or make any other claim for or in respect to federal income or state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(db) The Except as set forth in Section 4-6(a)(iii) hereof, the Borrower has and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower Obligors or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower any Obligor or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower Obligors by reason of withholding from employees' paypay or by reason of any Obligor's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrowerany Obligor; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower any Obligor is obligated to so file.
(ec) At its option, after the Lender occurrence, and during the continuance, of an Event of Default, the Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower any Obligor or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrowerany Obligor's Employee Benefit Plan as the LenderAgent , in the LenderAgent's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The Internal Revenue Service has completed its examination of the Borrower's federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 54-1213, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settledsettled or will be dealt with in the Plan. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised as of the date of this Agreement in any such examination which, by application of similar principles, reasonably could reasonably be expected to result in the assertion of a material deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue ServiceService which has not been reserved for on the Borrower's books to the extent, if any, required by GAAP.
(b) All returns The respective state and local taxing authorities to which the Borrower is subject have completed their respective examination of the Borrower Borrower's returns for all state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal which the Borrower is liable for the respective tax years through and including the Borrower's taxable year referenced on EXHIBIT 54-1213, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settledsettled or will be dealt with in the Plan. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised as of the date of this Agreement, in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a material /October 28, 1997/ 36 deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 54-1213, as of the date of this Agreement, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Except as otherwise provided in the Plan, the Borrower has and hereafter shall: pay, as they become due and payable, all income, sales, ad valorem, and other material taxes and unemployment contributions and other material charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authorityauthority other than those not yet delinquent and except for those contested in good faith and for which adequate reserves (in the good faith judgment of the management of the Borrower have been established; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, to the Lender extent the Borrower has failed to pay such items as required by Section 4-13(d), the Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the LenderAgent , in the LenderAgent's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settledsettled or the Borrower has made provisions for adequate reserves therefor. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except To the best of the Borrower's knowledge, except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At After the occurrence of one or more Suspension Events, at its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the LenderLender , in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Harvey Electronics Inc)
Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 54-12, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of To the Borrower for Borrower's knowledge, no state and local income, excise, sales, sales and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settledare past due. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state or local taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 54-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance other than a Permitted Encumbrance) upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Sun Television & Appliances Inc)
Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, hereto and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, principles reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, maintain preserve collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Sunbelt Nursery Group Inc)
Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower for state and local income, excise, . sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, . reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has has. and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Borrowers Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Sunbelt Nursery Group Inc)
Pay Taxes. (a) The As of the date of this Agreement, the Borrowers have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrowers' taxable year referenced on EXHIBIT 54-1215, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No Except as set forth on EXHIBIT 4-15, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year Fiscal Year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns As of the Borrower for date of this Agreement, the Borrowers have paid all state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including which the Borrower's taxable year Borrowers are liable, as referenced on EXHIBIT 54-1215, annexed hereto, and have filed all deficiencies, assessments, and other amounts asserted as a result of returns for such examinations taxes required to have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authorityso filed.
(c) Except as disclosed on said EXHIBIT 54-1215, there are no examinations of or with respect to the Borrower Borrowers presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has Borrowers have, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the any Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the any Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower Borrowers by reason of withholding from employees' paypay or by reason of the Borrowers' receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the BorrowerBorrowers; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDED, HOWEVER, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Sports Authority Inc /De/)
Pay Taxes. (a) The As of the date of this Agreement, the Borrowers have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrowers' taxable year referenced on EXHIBIT 54:4-1214, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No Except as set forth on EXHIBIT 4:4-14, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year Fiscal Year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns As of the Borrower for date of this Agreement, the Borrowers have paid all state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including which the Borrower's taxable year Borrowers are liable, as referenced on EXHIBIT 54:4-1214, annexed hereto, and have filed all deficiencies, assessments, and other amounts asserted as a result of returns for such examinations taxes required to have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authorityso filed.
(c) Except as disclosed on said EXHIBIT 54:4-1214, there are no examinations of or with respect to the Borrower Borrowers presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has Borrowers have, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the any Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the any Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower Borrowers by reason of withholding from employees' paypay or by reason of the Borrowers' receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the BorrowerBorrowers; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is Borrowers are obligated to so file, provided, however, the Borrowers may timely contest in good faith and by appropriate proceedings, any amount which it is obligated to pay as provided in this Section 4:4-14(d), but only if and for so long as no lien is filed on any of the Collateral with respect to such taxes.
(e) At its option, the Lender Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower Borrowers or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Borrowers' Employee Benefit Plan as the LenderAgent , in the LenderAgent's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's Borrowers' failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Sports Authority Inc /De/)
Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 54-12, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of To the Borrower for Borrower's knowledge, no state and local income, excise, sales, sales and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settledare past due. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state or local taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.any
(c) Except as disclosed on said EXHIBIT 54-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance (other than a Permitted Encumbrance) upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the LenderAgent , in the LenderAgent's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Revolving Credit Facility (Sun Television & Appliances Inc)
Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 54-1214, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has The Borrower is not aware of any issues which have been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service, which is not reflected in the Borrower's financial statements.
(b) All returns The Borrower has received written notice from the respective state and local taxing authorities to which the Borrower is subject that such authorities have completed their respective examination of the Borrower Borrower's returns for all state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal which the Borrower is liable for the respective tax years through and including the Borrower's taxable year referenced on EXHIBIT 54-1214, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 54-1214, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authorityauthority except for such taxes as the Borrower disputes in good faith and for which it has established adequate reserves; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the LenderAgent, in the LenderAgent's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The Obligors have received written notice from the Internal Revenue Service and Revenue Canada that each of the Internal Revenue Service and Revenue Canada has completed its examination of the Obligor's federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Obligors' taxable year referenced on EXHIBIT 54-1213, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No Except as set forth on EXHIBIT 4-13, no agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service or Revenue Canada to assert a deficiency or make any other claim for or in respect to federal income taxes. No Except as set forth on EXHIBIT 4-13, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue ServiceService or Revenue Canada.
(b) All returns The Obligors have received written notice from the respective state, provincial and local taxing authorities to which the Obligors are subject that such authorities have completed their respective examination of the Borrower Obligors' returns for state all state, provincial and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal which the Obligors are liable for the respective tax years through and including the Borrower's taxable year referenced on EXHIBIT 54-1213, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No Except as set forth on EXHIBIT 4-13, no agreement is extant which waives or extends any statute of limitations applicable to the right of any state state, provincial or local taxing authority to assert a deficiency or make any other claim for or in respect to any such state state, provincial or local taxes. No Except as set forth on EXHIBIT 4-13, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state state, provincial or local taxing authority.
(c) Except as disclosed on said EXHIBIT 54-1213, there are no examinations of or with respect to the Borrower any Obligor presently being conducted by the Internal Revenue Service Service, Revenue Canada, or any state other taxing authority.
(d) The Borrower has Obligors have, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions contributions, Canada Pension Plan and Workers' Compensation and other charges of any kind or nature levied, assessed or claimed against the Borrower any Obligor or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower any Obligor or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower each Obligor by reason of withholding from employees' paypay or by reason of such Obligor's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is Obligors are obligated to so file.
(e) At its option, the Lender Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, Canada Pension Plan and Workers' Compensation, and any and all other charges levied or assessed upon the Borrower any Obligor or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrowerany Obligor's Employee Benefit Plan as the LenderAgent , in the LenderAgent's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDED, HOWEVER, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's Obligors' failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Sunglass Hut International Inc)
Pay Taxes. (a) The Except as described EXHIBIT 4-13, the Borrower has filed all material tax returns and reports (federal, state and local) required to be filed by it, and paid all material taxes, assessments and other governmental charges imposed upon it and its property and assets, other than (i) such as are presently payable without interest or penalty, (ii) such as are being contested in good faith by appropriate proceedings, and for which adequate reserves are being maintained in accordance with GAAP, or (iii) with respect to local taxes, such local taxes payable by the Borrower which (A) the chief financial officer of the Borrower has no knowledge of the Borrower's obligation to pay and (B) the failure to pay does not have a material adverse effect on the business, property, assets or condition, financial or otherwise, of the Borrower. Except as described on EXHIBIT , the federal income tax returns of the Borrower have not been audited by the Internal Revenue Service (within the last three years, all prior audits have been closed, and there are no unpaid assessments, penalties or closed by applicable statutes) for all fiscal years through and including the Borrowers taxable year referenced other charges arising from such prior audits. Except as described on EXHIBIT 54-1213, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No no agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service or any state taxing authority to assert a deficiency or make any other claim for or in respect to federal income or state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(db) The Except as set forth in Section 4-6(a)(iii) hereof, the Borrower has and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower Obligors or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower any Obligor or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower Obligors by reason of withholding from employees' paypay or by reason of any Obligor's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrowerany Obligor; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower any Obligor is obligated to so file.
(ec) At its option, after the Lender occurrence, and during the continuance, of an Event of Default, the Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower any Obligor or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrowerany Obligor's Employee Benefit Plan as the LenderAgent, in the LenderAgent's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 54-1213, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No As of the date of this Agreement, no agreement is extant exists which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No As of the date of this Agreement, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns The Borrower has received written notice from the respective state and local taxing authorities to which the Borrower is subject that such authorities have completed their respective examination of the Borrower Borrower's returns for all state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal which the Borrower is liable for the respective tax years through and including the Borrower's taxable year referenced on EXHIBIT 54-1213, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No As of the date of this Agreement, no agreement is extant exists which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.any
(c) Except as disclosed on said EXHIBIT 54-1213, as of the date of this Agreement, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e, provided, however, nothing contained in this Section 4-13(d) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon require the Borrower to pay and discharge, or the Collateral by cause to be paid and discharged, any person such tax, assessment, charge, levy or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan claim so long as the Lender, Borrower is contesting the validity thereof in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDED, HOWEVER, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned good faith by the Borrower's failure to have made such payment.appropriate proceedings and both:
Appears in 1 contract
Samples: Loan and Security Agreement (Factory Card Outlet Corp)
Pay Taxes. (a) The federal income tax returns of the Borrower and the GTS Consolidated Group have not been audited by the Internal Revenue Service (or closed by applicable statutes) for are being contested in good faith, provided that Borrower provides Lender with notice and copies of all fiscal years through correspondence, pleadings and including the Borrowers taxable year referenced on EXHIBIT 5-12, annexed heretoany other documents referring to such contest, and all deficiencies, assessments, and other amounts asserted as a result of no Encumbrance results from such examinations have been fully paid or settledcontested return. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency that could result in a Material Adverse Effect for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower and the GTS Consolidated Group for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed heretofrom time to time, and all deficiencies, assessments, and other amounts asserted as a result of any such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower and the GTS Consolidated Group presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has and the GTS Consolidated Group have, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower and the GTS Consolidated Group or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authorityauthority or is contesting such taxes in good faith so long as no Encumbrance results from such contested tax; properly exercise any trust responsibilities imposed upon the Borrower and the GTS Consolidated Group by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the BorrowerBorrower and the GTS Consolidated Group; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is and the GTS Consolidated Group are obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower and the GTS Consolidated Group or the Collateral by any person or entity or governmental authorityauthority that are not being contested in good faith by Borrower, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretionreasonable judgment, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (ai) The federal income tax returns of the each Principal Borrower have been audited by filed with the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers each Principal Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, 1996 and all no Principal Borrower has received notice of any deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settleddue. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(bii) All returns of the each Principal Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) filed for all fiscal years through and including the each Principal Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, 1996 and all any deficiencies, assessments, and other amounts asserted as a result of such in connection with any examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(ciii) Except as disclosed on said EXHIBIT 5-12, there There are no examinations of or with respect to the any Principal Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(db) The Each Principal Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the any Principal Borrower or the Collateral by any person or entity whose claim could would result in an Encumbrance upon any asset of the any Principal Borrower or by any governmental authority, unless being contested in good faith by that Principal Borrower and adequate reserves having been made therefor; properly exercise any trust responsibilities imposed upon the each Principal Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the any Principal Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the each Principal Borrower is obligated to so file.
(ec) At its option, the Lender may, after the occurrence of and during continuance of an Event of Default, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the any Principal Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the any Principal Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the any Principal Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, -20- assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all ail deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person Person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other material returns and other material reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person Person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The federal income tax returns of the Borrower Borrowers have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers Borrowers’ taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower Borrowers for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's Borrowers’ taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower Borrowers presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has Borrowers have, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower Borrowers or the Collateral by any person Person or entity whose claim could result in an Encumbrance upon any asset of the Borrower Borrowers or by any governmental authorityauthority (provided, however, that the Borrowers shall have the right to contest the payment of such taxes or other charges as long as no encumbrance is placed upon the Collateral); properly exercise any trust responsibilities imposed upon the Borrower Borrowers by reason of withholding from employees' ’ pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the BorrowerBorrowers; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is Borrowers are obligated to so file.
(e) At its option, the Lender may, after notice to the Borrowers and only after an Event of Default has occurred, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower Borrowers or the Collateral by any person Person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Borrowers’ Employee Benefit Plan as the Lender, in the Lender's ’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's ’s making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's Borrowers’ failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The As of the date of this Agreement, the Borrowers and Guarantors have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' and Guarantors federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrowers' taxable year referenced on EXHIBIT 5-12, annexed hereto4.15, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid paid, settled or settledotherwise resolved. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No Except as set forth on EXHIBIT 4.15, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns As of the Borrower for date of this Agreement, the Borrowers and Guarantors have paid all state and local income, excise, sales, and other taxes have been audited (which are incurred or closed by applicable statutes) arise after the Petition Date and for all fiscal years through and including which the Borrower's taxable year Borrowers are liable except, as referenced on EXHIBIT 5-12, annexed hereto4.15, and have filed all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in returns required with respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-124.15, there are no examinations of or with respect to the Borrower Borrowers or Guarantors presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has Borrowers and Guarantors at all times after the Petition Date shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges arising or incurred after the Petition Date of any kind or nature levied, assessed or claimed against the any Borrower or Guarantor or the Collateral by any person or entity whose claim could reasonably be expected to result in an Encumbrance upon any asset of the any Borrower or Guarantor or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower Borrowers or Guarantors by reason of withholding from employees' paypay or by reason of any Borrower's or Guarantor's receipt of sales tax or other funds for the account of any third party; timely make all Post-Petition contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the BorrowerBorrowers or Guarantors; and timely file all tax and other returns and other reports with each governmental authority to whom with which the Borrower is Borrowers or Guarantors are obligated to file after the Petition Date, PROVIDED, HOWEVER, any Borrower or Guarantor may timely contest in good faith and by appropriate proceedings any amount of the type described in this Section 4.15(d) which it is alleged to be obligated to pay, but only if and for so filelong as no lien is filed on any of the Collateral with respect to such taxes, and adequate cash reserves have been set aside for the payment thereof.
(e) At its option, the Lender Agent may, but shall not be obligated to, pay any Post-Petition taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower Borrowers or Guarantors or the Collateral by any person or entity or governmental 101 authority, and make any contributions or other payments on account of the Borrower's any Employee Benefit Plan maintained by the Borrowers or Guarantors as the LenderAgent, in the LenderAgent's discretion, may deem necessary or desirable, desirable to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDED, HOWEVER, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's Borrowers' or Guarantors' failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The Borrowers have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal examined tax years through and including the Borrowers Borrowers' taxable year referenced on EXHIBIT 54-1213, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes-------------------------------------------------------------------------------- Page 55 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BANKBOSTON RETAIL FINANCE, INC. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.--------------------------------------------------------------------------------
(b) All returns The Borrowers have received written notice from the respective state and local taxing authorities to which the Borrowers are subject that such authorities have completed their respective examination of the Borrower Borrowers' return(s) for all state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal which the Borrowers are liable for the respective examined tax years through and including the Borrower's taxable year referenced on EXHIBIT 54-1213, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 54-1213, there are no examinations of or with respect to the Borrower Borrowers presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has Borrowers have, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower Borrowers, or any one of them, or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower Borrowers or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower Borrowers by reason of withholding from employees' paypay or by reason of the Borrowers' receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the BorrowerBorrowers; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower Borrowers is obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower Borrowers, or any one of them, or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender-------------------------------------------------------------------------------- Page 56 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BANKBOSTON RETAIL FINANCE, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDED, HOWEVER, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.INC. --------------------------------------------------------------------------------
Appears in 1 contract
Pay Taxes. (a) The As of the date of this Agreement, the Borrowers have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal tax years through and including the Borrowers Borrowers' taxable year referenced on EXHIBIT 5-12, annexed hereto4.15, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid paid, settled or settledotherwise resolved. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No Except as set forth on EXHIBIT 4.15, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns As of the Borrower for date of this Agreement, the Borrowers have paid all state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) which are due and for all fiscal years through and including which the Borrower's taxable year Borrowers are liable except, as referenced on EXHIBIT 5-12, annexed hereto4.15, and have filed all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in returns required with respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-124.15, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state other taxing authority.
(d) The Borrower has Borrowers have, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.other
(e) At its option, the Lender Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower Borrowers or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's any Employee Benefit Plan maintained by the Borrowers as the LenderAgent, in the LenderAgent's discretion, may deem necessary or desirable, desirable to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the LenderAgent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's Borrowers' failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person Person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authorityauthority (provided, however, that the Borrower shall have the right to contest the payment of such taxes or other charges as long as no encumbrance is placed upon the Collateral); properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender may, after notice to the Borrower and only after an Event of Default has occurred, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person Person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers Borrower's taxable year referenced on EXHIBIT 5-1214, annexed hereto, and all deficiencies, assessments, and other ------------ amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service.
(b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-1214, annexed hereto, and all deficiencies, assessments, and other ------------ amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority.
(c) Except as disclosed on said EXHIBIT 5-1214, there are no examinations ------------ of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority.
(d) The Borrower has has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against the Borrower or the Collateral by any person Person or entity whose claim could result in an Encumbrance upon any asset of the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom the Borrower is obligated to so file.
(e) At its option, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon the Borrower or the Collateral by any person Person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's Employee Benefit Plan as the Lender, in the Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, PROVIDEDprovided, HOWEVERhowever, the Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have made such payment.
Appears in 1 contract
Samples: Loan and Security Agreement (National Home Centers Inc)
