Common use of Returns Filed and Taxes Paid Clause in Contracts

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. (Aw) 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.

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.

Returns Filed and Taxes Paid. Except as set forth on Schedule 2.2(j)(ii) and except as would not have a Material Adverse Effect: (A) All material all Returns required to be filed by or on behalf of Buyer (“Buyer Returns”) Holdings and its Subsidiaries have been duly filed on a timely basis and all such returns are Returns were, when filed, true, correct and 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 or that have otherwise become due and payable, have been paid in full on a timely basis and no other material Taxes are payable by Buyer Holdings 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; (C) Buyer each of Holdings 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 (D) there are no material liens on any of the assets of Buyer any of Holdings and its Subsidiaries with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that Buyer Holdings or any of its Subsidiaries is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established. Prior to the date of this Agreement, Holdings has made available true and complete copies of all material Returns to the Buyers and its advisors.