Tax and Other Returns. Except as set forth in Section 4.8 of --------------------- the Schedule (i) all federal tax returns and tax reports required to be filed by the Company and its Subsidiaries have been timely filed with the appropriate Governmental Entities where such returns and reports are required to be filed and all such tax returns were true, accurate and complete in all material respects; (ii) all material foreign, state and local tax returns and tax reports required to be filed by the Company or any of its Subsidiaries in those jurisdictions where either the Company or any of its Subsidiaries have qualified to do business, and which relate to income, profits, franchise or property taxes, have been filed with the appropriate Governmental Entity in such jurisdiction, and all such tax returns were true, accurate and complete in all material respects; (iii) all federal, state, local and foreign income, profits and franchise taxes (including interest and penalties) shown due on the tax returns and tax reports referred to in (i) and (ii) of this Section 4.8 were timely and fully paid; (iv) the Company and its Subsidiaries have provided in its Company Financial Statements, and at the Effective Time will have provided in its financial statements for periods through the Effective Time, adequate accruals in accordance with GAAP for all taxes that have been, or will have been, incurred but have not been paid, whether or not shown as being due on any tax returns; (v) no waivers of statutes of limitation have been given or requested; (vi) there is no dispute or claim concerning any additional tax liability of the Company or any of its Subsidiaries made by any taxing authority with respect to the returns and reports filed by the Company or its Subsidiaries referred to in (i) and (ii) of this Section 4.8 and (vii) neither the Company nor its Subsidiaries expect any taxing authority to assess any additional tax liability for any tax return or report filed by the Company or its Subsidiaries referred to in (i) and (ii) of this Section 4.8. No power of attorney has been executed or filed by or on behalf of the Company or its Subsidiaries with respect to taxes.
Tax and Other Returns. Except as set forth in Section 3.8 of the XXXX Schedule (i) all material federal tax returns and tax reports required to be filed by XXXX or any of its subsidiaries have been filed with the appropriate governmental agencies where such returns and reports are required to be filed; (ii) all material state and local tax returns and tax reports required to be filed by XXXX or any of its subsidiaries in those states where either XXXX or any of its subsidiaries have qualified to do business, and which relate to income, profits, franchise or property taxes, have been filed with the appropriate governmental agencies in such jurisdiction; (iii) all federal, state, local and foreign income, profits and franchise taxes (including interest and penalties) shown due on the tax returns and tax reports referred to in (i) and (ii) of this paragraph have been fully paid or adequately reflected as a liability on XXXX'x Balance Sheet; (iv) no waivers of statutes of limitation have been given or requested; and (v) there are no potential federal tax deficiencies or state and local tax deficiencies with respect to the returns and reports filed by XXXX and referred to in (i) and (ii) of this paragraph which may arise from issues which have been raised or which have not yet been raised but which reasonably might be expected to be raised by the Internal Revenue Service or appropriate governmental agencies and reasonably might be expected to have a XXXX Material Adverse Effect.
Tax and Other Returns. To the best of MPLL's knowledge, the Company has regularly filed all required tax, Social Security and all administrative returns and has paid or provided for all taxes, duties, levies and Social Security charges, including any interest, fines or penalties relating thereto. There is no current dispute with any government authority concerning taxes, customs or Social Security charges and, to MPLL's knowledge, there is no reason to believe any such dispute might arise.
Tax and Other Returns. Except as set forth in section 3.9 of the Schedule, HK and its subsidiaries have duly and timely filed all U.S. federal Tax (as defined below) returns and all other Tax filings required to be filed including, but not limited to, all foreign, state and local Tax returns and filings (all such federal, foreign, state and local returns and filings being complete and correct in all material respects), except for such state and local returns and filings with respect to which the failure to file would not have a Material Adverse Effect, have duly paid or made provision for the payment of all Taxes (including any interest or penalties) that are due and payable (whether or not shown on any such tax returns) and paid all payments of estimated Tax due and all Taxes required to be withheld and collected. Except as disclosed in section 3.9 of the Schedule, the liability for Taxes reflected in HK's balance sheet at July 31, 1995 is sufficient for the payment of all unpaid Taxes (including interest and penalties), whether or not disputed, accrued or applicable for the period then ended and for all years and periods ended prior thereto. The federal, state, local and foreign Tax returns of HK and its subsidiary have not been audited by the Internal Revenue Service ("IRS") or any other taxing authority. Except as set forth in section 3.9 of the Schedule, HK and its subsidiaries (i) have not executed or filed with the IRS or any other taxing authority a waiver or a consent providing for an extension of time with respect to the assessment of any Tax or deficiency; (ii) have not granted powers of attorney with respect to any Tax matter that is currently in force and (iii) are not currently under, or have not received notice of commencement of, any audit by any taxing authority, and are not parties to any judicial proceeding with respect to Taxes. HK and its subsidiary have not made any payments, are not obligated to make any payments and are not parties to any agreement that under certain circumstances could obligate them to make any payments that will not be deductible under section 280G of the Internal Revenue Code of 1986 (the "Code"). HK and its subsidiaries are not, and have not been United States real property holding corporations within the meaning of section 897(c)(2) of the Code during the applicable period specified in section 897(c)(1)(A)(ii) of the Code. Except as set forth in section 3.9 of the Schedule, HK and its subsidiary have not filed consents pursuant to 34...
Tax and Other Returns. Except as previously disclosed in writing to the other party making reference to this paragraph, it and each of its Subsidiaries has:
(a) duly and timely filed, in proper form, all Tax Returns required to be filed by them (all of which Tax Returns were correct and complete in all material respects) for all periods in respect of which such Tax Returns were due prior to the date hereof, and have paid in full all Taxes shown thereon, and there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any return referred to above. There are no assessments or reassessments of Taxes that have been issued and are outstanding and there are no outstanding issues which have been raised and communicated to it by any taxing authority including any discussions in respect of potential assessments or reassessments; and
(b) withheld from each payment made to any of its officers, directors and employees and former officers, directors and employees and, where the party or its Subsidiary is resident or deemed to be resident in Canada for purposes of the Income Tax Act (Canada), to all persons who are non-residents of Canada, all amounts required to be withheld in respect of Taxes (including, without limitation, income tax) and remitted the same to the proper tax or other authority within the time required under any applicable legislation. All Taxes required under applicable legislation to be charged, collected and remitted on any sale, supply or delivery whatsoever, have been so charged, collected and remitted on a timely basis.
Tax and Other Returns. 9.9.1. The SHALA ENERGY shpk has regularly and timely filed all required Taxes and social security returns; and
