Returns and Payment Sample Clauses
Returns and Payment. Each of the Borrowers and each ------------------- of their respective Subsidiaries has (a) filed or caused to be filed all tax reports and returns that are required to have been filed by it with any governmental authority, except for state (other than State of Missouri), local and foreign tax returns which the failure to file could not reasonably be expected to have a Material Adverse Effect, and (b) paid all taxes shown to be due and payable on such returns and all other taxes levied upon it or its properties, assets, income or franchises, to the extent such taxes have become due and payable and before they have become delinquent, except for any taxes (i) the amount of which is not individually or in the aggregate material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the applicable Borrower or the applicable Subsidiary, as the case may be, has established adequate reserves in accordance with generally accepted accounting principles on its books. The charges, accruals and reserves on the books of the Borrowers and each of their respective Subsidiaries in respect of any taxes or other governmental charges are, in the reasonable opinion of Borrowers, adequate.
Returns and Payment. AGC shall have exclusive authority to prepare and file Consolidated Income Tax Returns. Subject to the terms of this Agreement, AGC shall be responsible for the timely filing of, and shall be liable, and shall indemnify each AG.c▇▇ ▇▇▇group Member, for any penalties or other damages attributable to any failure of AGC to make timely filings of Consolidated Income Tax Returns or full and timely payment of all amounts shown to be due thereon; provided, however, that AG.c▇▇ ▇▇▇ll be responsible for making timely payment to AGC of all amounts due to AGC by AG.c▇▇ ▇▇▇suant hereto, and providing AGC with all information reasonably required by AGC with respect to the income, operations and assets of each AG.c▇▇ ▇▇▇group Member in order for AGC to prepare and file such Consolidated Income Tax Returns and to make payments of the Tax shown to be due thereon, including estimated payments, on a timely basis. In calculating amounts to be shown as due on the Consolidated Federal Income Tax Return with respect to a Consolidated Return Year during which any AG.c▇▇ ▇▇▇group Member ceases to be a member of Parent's Group, all items of each AG.c▇▇ ▇▇▇group Member (including items triggered by reason of such member or members ceasing to be a member of Parent's Group) shall be taken into account in accordance with Regulations ss. 1.1502-76(b), and no election shall be made under Regulations ss. 1.1502-76(b)(2)(ii) or (iii).