Common use of Returns Filed and Taxes Paid Clause in Contracts

Returns Filed and Taxes Paid. Except as otherwise disclosed in SCHEDULE 3.21(B): (i) all Returns required to be filed by or on behalf of NSE have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects; (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 NSE 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) NSE has withheld and paid over all Taxes required to have been withheld and paid 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; and (iv) there are no liens on any of the assets of NSE with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that NSE is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established, which contested Taxes are disclosed on SCHEDULE 3.21(B).

Returns Filed and Taxes Paid. Except as otherwise disclosed in SCHEDULE 3.21(B): set forth on Schedule 2.2(j)(ii) and except as would not have a Material Adverse Effect: (iA) all Returns required to be filed by or on behalf of NSE Holdings and its Subsidiaries have been duly filed on a timely basis and such Returns are were, when filed, true, correct and complete and correct in all material respects; (iiB) all Taxes shown to be payable on the 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, basis and no other Taxes are payable by NSE Holdings and its Subsidiaries 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; (iiiC) NSE each of Holdings and its Subsidiaries has withheld and paid over all Taxes required to have been withheld and paid 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, contractor or other third partyparty for all periods for which the statute of limitations has not expired; and (ivD) there are no liens on any of the assets of NSE any of Holdings and its Subsidiaries with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that NSE 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, which contested Taxes are disclosed on SCHEDULE 3.21(B)Holdings has made available true and complete copies of all material Returns to the Buyers and its advisors.

Returns Filed and Taxes Paid. Except as otherwise disclosed in SCHEDULE 3.21(BSchedule 4.27(b): (i) all Returns required to be filed by or on behalf of NSE the Company have been duly filed on a timely basis and such Returns are true, complete and correct in all material respectscorrect; (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 NSE the 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) NSE the Company has withheld and paid over all Taxes required to have been withheld and paid 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; (iv) the charges, accruals and reserves for Taxes as reflected on the books of the Company are adequate in accordance with historical results and prior practice to cover Tax liabilities accruing through the Closing Date; and (ivv) there are no liens on any of the assets of NSE the Company with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that NSE the Company is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established, which contested Taxes are disclosed on SCHEDULE 3.21(Bin Schedule 4.27(b).

Returns Filed and Taxes Paid. Except as otherwise -------------------------------- disclosed in SCHEDULE 3.21(B4.27(b): (i) all Returns required to be filed by or on ----------------- behalf of NSE MSAI have been duly filed on a timely basis and such Returns are true, complete and correct in all material respectscorrect; (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 NSE MSAI 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) NSE MSAI has withheld and paid over all Taxes required to have been withheld and paid 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; (iv) the charges, accruals and reserves for Taxes as reflected on the books of MSAI are adequate in accordance with GAAP to cover Tax liabilities accruing through the Closing Date; and (ivv) there are no liens Hens on any of the assets of NSE MSAI with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that NSE MSAI is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established, which contested Taxes are disclosed on in SCHEDULE 3.21(B4.27(b).. -----------------

Returns Filed and Taxes Paid. Except as otherwise -------------------------------- disclosed in SCHEDULE 3.21(B4.27(b): (i) all Returns required to be filed by or on ----------------- behalf of NSE CTSI have been duly filed on a timely basis and such Returns are true, complete and correct in all material respectscorrect; (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 NSE CTSI 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) NSE CTSI has withheld and paid over all Taxes required to have been withheld and paid 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; (iv) the charges, accruals and reserves for Taxes as reflected on the books of CTSI are adequate in accordance with GAAP to cover Tax liabilities accruing through the Closing Date; and (ivv) there are no liens Hens on any of the assets of NSE CTSI with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that NSE CTSI is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established, which contested Taxes are disclosed on in SCHEDULE 3.21(B4.27(b).. ----------------