Common use of Returns Filed and Taxes Paid Clause in Contracts

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. All Returns required Except as otherwise set forth in Schedule 3.3 annexed hereto, (i) each Subsidiary has duly filed or caused to be filed by (or joined in the filing of), on behalf of Whipple have been duly filed on a timely basis or before the due date thereof (including any valid extensions), with the appropriate taxing authorities, all Returns that it is required to file and all such Returns are xxxxtrue, correct and complete and correct. All in all material respects; (ii) all Taxes of each Subsidiary due with respect to, or shown to be payable on due on, each such Returns Return (or on amendment) or subsequent assessments assessment with respect regard 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 timely paid or adequate reserves have been established for the payment of such Taxes; (iii) there is no valid basis for the assessment of any deficiency with regard to any such Return; (iv) no audit or examination or refund litigation with respect to any such Return is pending or, to Seller’s Knowledge, has been threatened; (v) there are no outstanding waivers of statute of limitations that have been given or requested with respect to any Taxes of Seller or the Subsidiaries; (vi) no closing agreements, private letter rulings, technical advice memoranda or similar agreement or rulings have been entered into or issued by any taxing authority with respect to the Subsidiaries that continue to remain outstanding and/or effective; (vii) the Subsidiaries are not bound by any tax indemnity, tax sharing or tax allocation agreement or arrangement; (viii) the Subsidiaries have withheld and paid all Taxes that they are required to withhold from compensation income of their employees; (ix) Seller has not been a United States real property holding company within the meaning of Code Section 897(c)(2) during the applicable period specified in full Section 897(c)(1)(A)(ii); (x) Seller has disclosed on its income Returns all positions taken therein that could reasonably give rise to a timely basissubstantial understatement of federal income Tax within the meaning of Code Section 6662; and (xi) Seller and the Subsidiaries have not made and are not obligated to make a payment that would not be deductible by reason of Code Section 280G. To the Knowledge of Seller, and no other Taxes are payable by Whipple due with respect to items any taxable periods or portions of periods covered by such Returns (xxxxxxx or not shown ending 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 before 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 liens, attachments, or similar encumbrances on any of the assets of Whipple Acquired Assets with respect to any Taxes, other than immaterial liens for Taxes that are 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 expireddue and payable.

Returns Filed and Taxes Paid. All Except as otherwise set forth in Schedule 2.3(b), (i) all Returns required to be filed by each Subsidiary or on behalf by any combined, consolidated or unitary group of Whipple which any Subsidiary is or has been a member (a “Subsidiary Tax Group”) have been duly filed or caused to be filed, on a timely basis or before the due date thereof (including any valid extensions), with the appropriate taxing authorities, and all such Returns are xxxxtrue, correct and complete in all material respects; (ii) all Taxes of each Subsidiary and correct. All Taxes shown each Subsidiary Tax Group have been timely paid or adequate reserves have been established in the Financial Statements for the payment of such Taxes; (iii) there is no valid basis for the assessment of any deficiency with regard to be payable on such Returns any Return of a Subsidiary or on subsequent assessments Subsidiary Tax Group; (iv) no audit, examination, refund litigation or other administrative or judicial proceeding (a “Tax Audit”) with respect theretoto any Taxes or Return of any Subsidiary is pending or, and all payments to the Knowledge of estimated Sellers, has been proposed or threatened; (v) there are no outstanding waivers of statute of limitations that have been given or requested with respect to any Taxes of the Subsidiaries; (vi) no Subsidiary has granted (or has had granted on its behalf) any power of attorney that is currently in force with respect to any Tax matter; (vii) no Subsidiary is or has ever been subject to Tax in any jurisdiction other than its place of incorporation by virtue of having a permanent establishment or other place of business in that jurisdiction; (viii) no Governmental Body in any jurisdiction where a Subsidiary does not file a Return has made a written claim that such Subsidiary is required to be made by file a Return for such jurisdiction; (ix) no closing agreements, private letter rulings, technical advice memoranda or on behalf of Whipple under Section 6655 of the Code similar agreement or comparable provisions of xxxxx, local or foreign law, rulings have been entered into or issued by any taxing authority with respect to the Subsidiaries that continue to remain outstanding and/or effective; (x) the Subsidiaries are not bound by any tax indemnity, tax sharing or tax allocation agreement or arrangement; (xi) the Subsidiaries have withheld and paid in full all Taxes that they are required to withhold; (xii) each Seller has disclosed on its income Returns all positions taken therein that could reasonably give rise to a timely basissubstantial understatement of federal income Tax within the meaning of Code Section 6662; (xiii) the Subsidiaries have not made and are not obligated to make a payment that would not be deductible by reason of Code Section 280G; (xiv) to the Knowledge of Sellers, and no other Taxes are payable by Whipple due with respect to items any taxable periods or portions of periods covered by such Returns (xxxxxxx or not shown ending 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 before the Closing Date; and (xv) for any periods (or portion thereof) ending on or prior to the Closing Datethere are no liens, 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 contractorattachments, or other third party. There are no liens similar encumbrances on any of the assets of Whipple each Subsidiary and the Shares with respect to any Taxes, other than immaterial liens for Taxes that are 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 expireddue and payable.

Returns Filed and Taxes Paid. All Except as otherwise set ---------------------------- forth in Schedule 3.3(b) annexed hereto, (i) Sellers have duly filed or --------------- caused to be filed, on or before the due date thereof (including any valid extensions), with the appropriate taxing authorities, all Returns that Sellers are required to be filed by or on behalf of Whipple have been duly filed on a timely basis and file; (ii) each such Returns are xxxxReturn (including any amendment thereto) is true, complete and correct. All Taxes shown to be payable on such Returns or on subsequent assessments with respect thereto, and complete in all payments of estimated material respects and was prepared in substantial compliance with all applicable laws and regulations; (iii) all Taxes required to be made owed 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 Sellers (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 any Return) have been paid; and (iv) to the Best Knowledge of Sellers, there is no valid basis for the assessment of any deficiency with regard to any such Return. To the Best Knowledge of Sellers, no other Taxes are due with respect to any taxable periods or portions of periods ending on or before the Closing Date) for . There are no liens, attachments, or similar encumbrances on any periods (or portion thereof) ending on or prior of the Assets with respect to the Closing Dateany Taxes, other than accruals immaterial liens for Taxes of Sellers that are not yet due and payable. Except as set forth in Schedule 3.3(b), there are no pending or, to the Best Knowledge of Sellers, --------------- threatened audits, investigations, claims, proposals or assessments for or relating to any Taxes. No claim has been made by any authority in the ordinary course of business last five (5) years that Sellers are or may be subject to be reflected in taxation by the December 31, 1997, Balance Sheetjurisdiction which has not been fully resolved by Sellers and such authority. Whipple has Sellers have withheld and paid over all Taxes required to have been xxxxxxld 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 any amounts paid or owing to any employee, creditor, independent contractor, creditor, stockholder or other third party, and all Forms W-2 and 1099 and any other Returns required with respect thereto have been properly completed and timely filed. There are no liens on Except as set forth in Schedule 3.3(b), Sellers have not waived any statute of the assets --------------- limitations in respect of Whipple Taxes or agreed to any extension of time with respect to Taxes, other than liens for Taxes not yet dxx xxx payable a Tax assessment 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 expireddeficiency.

Returns Filed and Taxes Paid. All Except as otherwise disclosed in SCHEDULE 3.23(b): (i) all Returns required to be filed by or on behalf of Whipple Cerulean and each Cerulean Subsidiary have been duly filed on a timely basis and such Returns are xxxxtrue, complete and correct. All correct in all material respects; (ii) all Taxes shown to be payable on such the 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, thereto have been paid in full on a timely basis, and no other Taxes are payable by Whipple Cerulean or any Cerulean Subsidiary with respect to items or periods covered by such Returns (xxxxxxx whether 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 with respect to any period prior to the Closing Datedate of this Agreement; (iii) 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 Cerulean and each Cerulean Subsidiary has withheld and paid over all Taxes required to have been xxxxxxld withheld and paid over over, and complied in all material respects 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 ; (iv) neither Cerulean nor any Cerulean Subsidiary has incurred any liability for Taxes since the latest date covered by such Returns other than in the ordinary course of business; (v) neither Cerulean nor any Cerulean Subsidiary has any liability, contingent or otherwise, for Taxes of any other person or entity; (vi) no person having responsibility for Taxes of or with respect to Cerulean or any Cerulean Subsidiary has knowledge of any basis upon which a Tax authority could impose a material liability for Taxes against Cerulean or any Cerulean Subsidiary in excess of those shown on the Returns previously filed and Taxes incurred in the ordinary course of business since the latest date covered by such Returns; (vii) none of the transactions contemplated by this Agreement will give rise to any material liability for Taxes or to any payments within the meaning of Section 280G of the Code; (viii) there are no deferred intercompany gains, losses or other intercompany items, or excess loss accounts, within the meaning of the Treasury Regulation Sections 1.1502-13 or 1.1502-19 (or any predecessor regulations or any comparable items for state, local or foreign Tax purposes) with respect to Cerulean or any Cerulean Subsidiary; and (ix) there are no liens on any of the assets of Whipple Cerulean or any Cerulean Subsidiary with respect to Taxes, other than liens for Taxes not yet dxx xxx due and payable or for Taxes Whipple that Cerulean or any Cerulean Subsidiary is contesting in good faith through appropriate proceedings xxx xor and for 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 expiredcontested Taxes are disclosed on SCHEDULE 3.23(b).