Common use of Returns Filed and Taxes Paid Clause in Contracts

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). -----------------

Appears in 1 contract

Samples: Purchase Agreement (Charys Holding Co Inc)

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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 the ---------------- Cotton Group Company Corporation 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 the Corporation 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 the Corporation 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 the Corporation with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that any Cotton Group Company the Corporation 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(B4.27(b). -----------------

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

Returns Filed and Taxes Paid. Except as otherwise disclosed ------------------------------ in SCHEDULE 4.27(B4.27(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(B4.27(b). -----------------

Appears in 1 contract

Samples: Pledge Agreement (Charys Holding Co Inc)

Returns Filed and Taxes Paid. Except as otherwise disclosed ------------------------------ in SCHEDULE 4.27(BSchedule 4.14(b): (i) all Returns required to be filed by or on behalf of any ---------------- Cotton Group the Company have been duly filed on a timely basis (or valid extensions of time to file such Returns have been obtained with respect thereto) and such Returns are true, complete and correct in all material respects, correct; (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 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) each Cotton Group the 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 Assets of any Cotton Group the Company with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that any Cotton Group the 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(BSchedule 4.14(b). -----------------.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transworld Healthcare Inc)

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Returns Filed and Taxes Paid. Except as otherwise disclosed ------------------------------ in ----------------------------- SCHEDULE 4.27(B4.27(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 basis, and such Returns are true, complete 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 and all other Taxes, whether or not shown as due on such Returns, have been paid in full on a timely basis, and no other Company has made provision, in accordance with GAAP, for all 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 accrued through 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(B4.27(b). -----------------

Appears in 1 contract

Samples: Agreement and Plan of Merger (Charys Holding Co Inc)

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