Returns Filed and Taxes Paid. Except as otherwise disclosed in Schedule 2.9(b), or except as would not have a Material Adverse Effect on Parent: (i) all Returns required to be filed by or on behalf of Parent and each of its Subsidiaries have been duly filed on a timely basis and such Returns are correct, true, and complete; (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 Parent or any of its Subsidiaries with respect to items or periods covered by such Returns or with respect to any taxable periods ending prior to the date of this Agreement; (iii) Parent and each of its Subsidiaries 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 Parent or any of its Subsidiaries with respect to Taxes, other than liens for Taxes not yet due and payable.
Appears in 2 contracts
Samples: Merger Agreement (Nova Corp \Ga\), Merger Agreement (Nova Corp \Ga\)
Returns Filed and Taxes Paid. Except as otherwise disclosed in Schedule 2.9(b), or except as would not have a Material Adverse Effect on Parent: 3.8(a): (i) all Returns tax reports and returns required to be filed by or on --------------- behalf of Parent PSA, PSA SUB and each of its Subsidiaries the PSA Group have been duly filed on a timely basis and such Returns tax reports and returns are correct, true, and completecomplete in all material respects; (ii) all Taxes shown to be payable on the Returns tax reports and returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other Taxes are payable by Parent PSA or any of its Subsidiaries PSA SUB with respect to items or periods covered by such Returns tax reports and returns or with respect to any taxable periods ending prior to the date of this Agreement; (iii) Parent PSA and each of its Subsidiaries has PSA SUB have 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 employeeBusiness Employee, creditor, independent contractor, or other third party; and (iv) there are no liens on any of the assets of Parent or any of its Subsidiaries Assets with respect to Taxes, other than liens for Taxes not yet due and payable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hooper Holmes Inc), Asset Purchase Agreement (Pediatric Services of America Inc)