Payment of Taxes; Tax Liens. All tax returns, declarations of --------------------------- estimated tax and tax reports ("Tax Returns") required to be filed by Seller have been filed in timely fashion with the appropriate government agency, and all federal, state and local income, profits, employment, franchise, sales, use, occupation, property, excise or other taxes or charges ("Tax Liability") reported or due with respect to Seller's Tax Returns for the last six (6) years have been paid and all required estimated payments of Tax Liability applicable to the Business have been paid when due and Seller has withheld and paid to the appropriate taxing authority or jurisdiction any and all amounts required by law or agreement to be withheld from the wages or salaries of its employees. There are no agreements by Seller for the extension of the time for the assessment of any Tax Liability. The Acquired Assets are not in any manner encumbered by or vulnerable to liens arising out of any Tax Liability nor shall any such lien arise on account of any Tax Liability for any period prior to the Closing. Seller has provided Purchaser with a copy of any audit report resulting from any audit performed with respect to any tax return filed or required to be filed by Seller in the past three (3) years.
Payment of Taxes; Tax Liens. Except as otherwise disclosed in Part N, (1) all tax returns required to be filed by TRW with respect to the Business (including the assets thereof) have been or will be filed on or before the Closing Date; (2) all taxes indicated as due and payable on such returns have been or will be paid when required by law; and (3) the Acquired Assets are not encumbered by any liens arising out of unpaid taxes which are due and payable.
Payment of Taxes; Tax Liens. All tax returns and all documents whether federal, state or local, required to be filed by STMA with respect to the Business have been or will be filed on or before the date on which such tax returns or other documents are required to be filed and all taxes due and payable for all periods ended on the dates for which such tax returns and other documents cover have been or will be paid on or before the date on which such taxes are required to be paid. The Acquired Assets and Business are not and will not be encumbered by any liens arising out of or relating to unpaid taxes.
Payment of Taxes; Tax Liens a. Company has (A) duly and timely filed all Tax Returns required to have been filed and (B) timely paid all Taxes for which it is or may be liable and which have become due and payable. Company has timely and properly withheld or collected, paid over and reported all Taxes required by any Governmental or Regulatory Authority to be withheld or collected by Company on or before the date hereof.
Payment of Taxes; Tax Liens. Each Loan Party has filed all federal, state and local tax returns and other reports each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable. Federal, state and local income tax returns of each Loan Party have been examined and reported upon by the appropriate taxing authority or closed by applicable statute and satisfied for all Fiscal Years prior to and including the Fiscal Year ending December 31, 2006. The provision for taxes on the books of each Loan Party is adequate for all years not closed by applicable statutes, and for its current Fiscal Year, and no Loan Party has any knowledge of any deficiency or additional assessment in connection therewith not provided for on its books. No tax liens of any kind or nature have been filed or are being asserted in any jurisdiction or pursuant to any proceedings with respect to any Loan Party or any Subsidiary or any of their respective properties or assets.
