Returns Filed and Taxes Paid. Except as otherwise disclosed in Schedule 2.9(b), or except as would not have a Material Adverse Effect on Parent: (i) all Returns required to be filed by or on behalf of Parent and each of its Subsidiaries have been duly filed on a timely basis and such Returns are correct, true, and complete; (ii) all Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other Taxes are payable by Parent or any of its Subsidiaries with respect to items or periods covered by such Returns or with respect to any taxable periods ending prior to the date of this Agreement; (iii) Parent and each of its Subsidiaries has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party; and (iv) there are no liens on any of the assets of Parent or any of its Subsidiaries with respect to Taxes, other than liens for Taxes not yet due and payable. (c) Tax Deficiencies; Audits;
Returns Filed and Taxes Paid. All Returns required to be filed by or on behalf of any members of the Company Group prior to the Closing Date have been, or will be, duly filed on a timely basis, subject to any applicable extensions. Such Returns are true, correct and complete in all material respects. All Taxes owed by any members of the Group (whether or not shown on any Return) have been paid in full on a timely basis, and no other Taxes are owing or payable by the Company Group with respect to items or periods covered by such Returns or with respect to any taxable period ending prior to the date of this representation and warranty for which a Return was due prior to such date (except for any Taxes being contested in good faith by the Company or any other member of the Company Group). No claim has ever been made in writing by a Governmental Authority for any jurisdiction where any member of the Company Group does not file Returns that any such member is or may be subject to taxation by that jurisdiction. No Liens or attachments exist on or with respect to any of the assets of the Company Group or of any members thereof that arose in connection with any failure or alleged failure to pay any Taxes. Each member of the Company Group has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any officer, director, employee or agent (including, without limitation, any independent contractor, foreign person or other third Person) in compliance with all tax withholding provisions of applicable federal, state, local and foreign law (including, without limitation, income, social security, employment tax withholding, and withholding under Sections 1441 through 1446 of the Code). The Company and the Bank have timely complied with all requirements under Applicable Laws relating to information, reporting and withholding and other similar matters for customer and other accounts (including back up withholding and furnishing of Forms 1099 and all similar reports).
Returns Filed and Taxes Paid. All Returns required to be filed by or on behalf of the Company or any Subsidiaries have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects. All Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other Taxes are payable by the Company or any material Subsidiaries with respect to items or periods covered by such Returns.
Returns Filed and Taxes Paid. (A) All material Returns required to be filed by or on behalf of Buyer (“Buyer Returns”) have been duly filed on a timely basis and all such returns are complete and correct in all material respects; (B) all material Taxes shown to be payable on the Buyer Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis and no other material Taxes are payable by Buyer with respect to items or periods covered by such Buyer Returns or with respect to any period prior to the date of this Agreement; (C) Buyer has withheld and paid over all material Taxes required to have been withheld and paid over, and complied with all information reporting requirements, including maintenance of required records with respect thereto, in connection with material amounts paid or owing to any employee, creditor, independent contractor or other third party for all periods for which the statute of limitations has not expired; and (D) there are no material liens on any of the assets of Buyer with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that Buyer is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established.
Returns Filed and Taxes Paid. All material Tax Returns required to be filed by or on behalf of the Company and its Subsidiaries (the “Company Group”) have been duly filed on a timely basis and such Tax Returns are true, complete and correct in all material respects. All Taxes shown to be payable on the Tax Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other Taxes are payable by the Company Group with respect to items or periods covered by such Tax Returns (whether or not shown on or reportable on such Tax Returns) or with respect to any period prior to the date of this Agreement. The Company Group has withheld and paid over all material Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party. There are no Liens on any of the assets of the Company Group with respect to Taxes, other than Liens for Taxes not yet due and payable or for Taxes that are being contesting in good faith through appropriate proceedings and for which appropriate reserves have been established.
Returns Filed and Taxes Paid. All Returns required to be filed by or on behalf of Whipple have been duly filed on a timely basis and such Returns are xxxx, complete and correct. All Taxes shown to be payable on such Returns or on subsequent assessments with respect thereto, and all payments of estimated Taxes required to be made by or on behalf of Whipple under Section 6655 of the Code or comparable provisions of xxxxx, local or foreign law, have been paid in full on a timely basis, and no other Taxes are payable by Whipple with respect to items or periods covered by such Returns (xxxxxxx or not shown on or reportable on such Returns). Whipple has no liability for unpaid Taxes (whether actual or contixxxxx, and whether or not shown on Returns filed prior to the Closing Date) for any periods (or portion thereof) ending on or prior to the Closing Date, other than accruals for Taxes in the ordinary course of business to be reflected in the December 31, 1997, Balance Sheet. Whipple has withheld and paid over all Taxes required to have been xxxxxxld and paid over and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party. There are no liens on any of the assets of Whipple with respect to Taxes, other than liens for Taxes not yet dxx xxx payable or for Taxes Whipple is contesting in good faith through appropriate proceedings xxx xor which appropriate reserves have been established. Whipple has not been at any time a member of any partnership or joxxx xxxture for a period for which the statute of limitations for any Tax potentially applicable to Whipple as a result of such membership has not expired.
Returns Filed and Taxes Paid. Except as otherwise disclosed ------------------------------ in SCHEDULE 4.27(B): (i) all Returns required to be filed by or on behalf of any ---------------- Cotton Group Company have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects, (ii) all material Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other material Taxes are payable by any Cotton Group Company with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns) or with respect to any period prior to the date of this Agreement, (iii) each Cotton Group Company has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party, and (iv) there are no liens on any of the assets of any Cotton Group Company with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that any Cotton Group Company is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established, which contested Taxes are disclosed in SCHEDULE 4.27(B). -----------------
Returns Filed and Taxes Paid. All Tax Returns required to be filed by or on behalf of the Caza Group, or any member thereof, have been duly filed on a timely basis and such Tax Returns are true, complete and correct in all material respects. All Taxes shown to be payable on the Tax Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis or have been accrued for on the Corporation's financial statements, and no other Taxes are payable by the Caza Group with respect to items or periods covered by such Tax Returns.
Returns Filed and Taxes Paid. All Returns required to be filed by or on behalf of Acetex or any Material Subsidiaries have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects. Except as disclosed in writing by Acetex to AT Plastics on or prior to the date hereof, all Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other material amount of Taxes are payable by Acetex or any Material Subsidiaries with respect to items or periods covered by such Returns.
Returns Filed and Taxes Paid. All Returns required to be filed by or on behalf of AT Plastics or any Material Subsidiaries have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects. Except as disclosed in writing by AT Plastics to Acetex on or prior to the date hereof, all Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other material amount of Taxes are payable by AT Plastics or any Material Subsidiaries with respect to items or periods covered by such Returns.
