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.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Hicks Acquisition CO I Inc.), Equity Purchase Agreement (Graham Packaging Holdings Co)
Returns Filed and Taxes Paid. (A) All material Returns required to be filed by or on behalf of Buyer (“Buyer Returns”) the Company and its Subsidiaries have been duly filed on a timely basis and all such returns Returns are complete and correct in all material respects; (Bx) 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 the Company and its Subsidiaries with respect to items or periods covered by such Buyer Returns or with respect to any period prior to the date of this Agreement; (Cy) Buyer each of the Company and its Subsidiaries 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 (Dz) there are no material liens on any of the assets of Buyer any of the Company and its Subsidiaries with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that Buyer is the Company or any of its Subsidiaries are contesting in good faith through appropriate proceedings and for which appropriate reserves have been established.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Hicks Acquisition CO I Inc.), Equity Purchase Agreement (Graham Packaging Holdings Co)
Returns Filed and Taxes Paid. (Ai) All material Returns required to be filed by or on behalf of Buyer (“Buyer Returns”) the Companies have been duly filed on a timely basis and all such returns Returns are complete and correct in all material respects; (Bii) 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 the Companies with respect to items or periods covered by such Buyer Returns or with respect to any period prior to the date of this Agreement; (Ciii) Buyer each of the Companies 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 (Div) there are no material liens on any of the assets of Buyer any of the Companies with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that Buyer any of the Companies is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established.
Appears in 1 contract
Samples: Purchase and Ipo Reorganization Agreement (Hicks Acquisition CO I Inc.)