Tax and Other Returns and Reports. 4.7.1 The Seller Parties have timely filed or have caused to be filed or will file or will cause to be filed all Tax Returns required to be filed and have paid all Taxes required to be paid by the Seller Parties for all periods ending on or before the Closing Date. Adequate provision has been made in the books and records of each of the Sellers, and to the extent required by GAAP in the Financial Statements, for all Taxes whether or not due and payable and whether or not disputed. The Seller Parties have prepared all required Tax Returns, including amendments to date, in good faith without gross negligence or willful misrepresentation, and such Tax Returns are complete and accurate in all material respects. Section 4.7.1 of the Sellers Disclosure Schedule lists the date or dates through which the IRS and any other Governmental Entity have examined the United States federal income tax returns and any other Tax Returns of the Seller Parties. Except as set forth in Section 4.7.1 of the Sellers Disclosure Schedule, no Governmental Entity has during the past three years, examined or is in the process of examining any Tax Returns of the Seller Parties or proposed (tentatively or definitively), asserted or assessed or, to the best knowledge of each of the Seller Parties, threatened to propose or assert, any deficiency, assessment or claim for Taxes and there would be no basis for any such delinquency assessment or claim.
4.7.2 Each of the Sellers withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.
4.7.3 None of the Seller Parties nor any director or officer (or employee responsible for Tax matters) of the Sellers reasonably expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of any of the Sellers either (a) claimed or raised by any authority in writing or (b) as to which any of the Seller Parties and the directors and officers (and employees responsible for Tax matters) of the Sellers has knowledge based upon personal contact with any agent of such authority. Section 4.7.3 of the Sellers Disclosure Schedule lists all federal, state, local, and foreign income Tax Returns that have been audited and/or that currently are the subject of audit. Sellers have delivered to PEI or its designee correct and complete copies ...
Tax and Other Returns and Reports. (i) All federal, state, local and foreign tax returns and reports (including without limitation all income tax, social security, payroll, unemployment compensation, sales and use, excise, privilege, property, ad valorem, franchise, license, and school) required to be filed by the Seller by the Closing ("Tax Returns") have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, and all such returns and reports properly reflect the taxes of the Seller for the periods covered thereby; (ii) all federal, state, and local taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions, including those enumerated above with respect to the Tax Returns, which are called for by the Tax Returns, or which are claimed to be due from the Seller by notice from any taxing authority, or upon or measured by its properties, assets or income ("Taxes"), have been properly accrued or paid by or at the Closing if then due and payable; and (iii) the reserves for Taxes contained in the Financial Statements are adequate to cover the tax liabilities of the Seller as of that date, and nothing other than tax on operations subsequent to the date of the Financial Statements has occurred subsequent to that date to make any of such reserves inadequate.
Tax and Other Returns and Reports. THI has timely filed or will file all federal, state and local tax returns and information returns ("Tax Returns") required to be filed by THI and has paid all taxes due for all periods ending on or before December 31, 1995. Adequate provision has been made in the books and records of THI, for all taxes whether or not due and payable and whether or not disputed. Exhibit 6.23.A lists the date or dates through which the IRS and any other governmental entity have examined the United States federal income tax returns and any other Tax Returns of THI. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate and in all material respects. Except as set forth in Exhibit 6.23.B, no governmental entity has, during the past three years, examined or is in the process of examining any Tax Returns of THI. Except as set forth on Exhibit 6.23.C, no Governmental Entity has proposed (tentatively or definitively), asserted or assessed or threatened to propose or assert, any deficiency, assessment, lien, or other claim for taxes and there would be no basis for any such delinquency, assessment, lien or claim. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against THI or with respect to any tax return filed or to be filed by THI.
Tax and Other Returns and Reports. Chiron represents and warrants to the Purchaser that, except as set forth in Schedule 6.2.2, the Company and each Subsidiary have timely filed or will file (or, where permitted or required, its respective direct or indirect parents have timely filed or will file) all required Tax Returns and have paid all Taxes due for all periods ending on or before the Closing Date. Except as disclosed in Schedule 6.2.2, adequate provision has been made in the books and records of the Company and each Subsidiary, and in the Financial Statements referred to in Section 2.7 above or in any other financial statements delivered or to be delivered to the Purchaser, for all Taxes whether or not due and payable and whether or not disputed. Neither the Company nor any Subsidiary has elected to be treated as a consenting corporation under Section 341(f) of the Code. Schedule 6.2.2 lists the date or dates through which the IRS and any other governmental entity or body have examined the United States federal income tax returns and any other Tax Returns of the Company and its Subsidiaries. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate in all material respects. Except as set forth in the Schedule 6.2.2, no governmental entity or body has, during the past three years, examined or is in the process of examining any Tax Returns of the Company or any Subsidiary. Except as set forth on Schedule 6.2.2, no governmental entity or body has proposed (tentatively or definitively), asserted or assessed or, to the knowledge of Chiron, threatened to propose or assert, any deficiency, assessment or claim for Taxes and there would be no basis for any such deficiency assessment or claim. Chiron has provided to the Purchaser all Tax Returns filed for the Company on a separate basis (and related work papers, audit papers or other relevant documents for Tax Returns) and excerpts from consolidated and combined returns relating to tax items of the Company, included therein for the prior three years and for all prior periods that are still open under the statute of limitations which have been requested by the Purchaser or its duly authorized representatives.
Tax and Other Returns and Reports. (a) For the purposes of this Agreement, "Tax" or "Taxes" refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
(b) The Company and each of its subsidiaries have timely filed (taking into account applicable extensions) all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes required to have been filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company, and have paid all Taxes shown to be due on such Returns.
(c) The Company and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to the Federal Insurance Contribution Act ("FICA"), Taxes pursuant to the Federal Unemployment Tax Act ("FUTA") and any other Taxes required to have been withheld, in all cases to the extent such amounts are materially individually or in the aggregate.
(d) Neither the Company nor any of its subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against the Company or any of its subsidiaries, nor has the Company or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(e) To the Company's knowledge, no audit or other examination of any Return of the Company or any of its subsidiaries by any Tax authority is presently in progress, nor has the Company or any of its subsidiaries been notified of any request for such an audit or other examination.
(f) No adjustment relating to any Returns filed by the Company or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to the Company or any of its subsidiaries or any representative thereof.
(g) Ne...
Tax and Other Returns and Reports. (a) All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by the Company or by the Stockholders with respect to the business of the Company (the "Tax --- Returns") in connection with any federal, state, local or foreign taxes, ------- assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions with respect to the business of the Company, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the "Taxes") have been filed with the ----- appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities for Taxes for the periods, property or events covered thereby. All Taxes, including, without limitation, those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority have been properly paid or accrued in the Financial Statements including, without limitation, deferred taxes accrued in accordance with generally accepted accounting principles. The Company has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted with respect to the Company. There has been no extension or waiver of the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of the Company. None of the Stockholders nor the Company has any knowledge of any basis for any additional assessment of any Taxes.
(b) The Company has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
Tax and Other Returns and Reports. CPS has timely filed or will file all Tax Returns and information returns required to be filed by CPS and has paid all Taxes due for all periods ending on or before December 31, 1997. Adequate provision has been made in the books and records of CPS and in the Financial Statements referred to in Section 5.10 above, for all Taxes whether or not due and payable and whether or not disputed. Exhibit 5.29(a) lists the date or dates through which any governmental entity has examined any Tax Return of CPS. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate in all material respects. Except as set forth in Exhibit 5.29(b), no governmental entity has, during the past three years, examined or is in the process of examining any Tax Returns of CPS. Except as set forth on Exhibit 5.29(c), no governmental entity has proposed (tentatively or definitively), asserted or assessed or threatened to propose or assert, any deficiency, assessment, lien, or other claim for Taxes and there would be no basis for any such delinquency, assessment, lien or claim. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any Taxes or deficiency against CPS or with respect to any Tax Return filed or to be filed by CPS.
Tax and Other Returns and Reports. (a) The Company has no liability in respect of Taxation (whether actual or contingent) that is not adequately disclosed or provided for in the 7/31 Statements and, in particular, has no outstanding liability for:
(i) Taxation in any part of the world assessable or payable by reference to profits, gains, income or distribution earned, received or paid or arising or deemed to arise on or at any time prior to the Accounts Date or in respect of any period starting before the Accounts Date, or
(ii) for purchase, value added, sales or other similar Tax in any part of the world referable to transactions effected on or before the Accounts Date that is not provided for in full in the 7/31 Statements.
(b) The amount of the provision for deferred Taxation in respect of the Company contained in the 7/31 Statements was, at the Accounts Date adequate and fully in accordance with accountancy practices generally accepted in the United Kingdom and commonly adopted by companies carrying on businesses similar to those carried on by the Company and, in particular, was in accordance with SSAP 15.
(c) If the 7/31 Statements were to be drawn up at the date of this Agreement and in the light of factors known to the Company or the Selling Shareholder at the date of this Agreement, the provision for deferred Taxation that would be contained in the 7/31 Statements would be no greater than the provision which is so contained.
(d) Since the Accounts Date:
(i) the Company has not declared made or paid any distribution within the meaning of the Taxes Act;
(ii) no accounting period of the Company has ended;
(iii) there has been no disposal of any asset (including trading stock) or supply of any service or business facility of any kind) (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes;
(iv) no event has occurred which will give rise to a Tax Liability on the Company calculated by reference to deemed (as opposed to actual) income, profits or gains or which will result in the Company becoming liable to pay or bear a Tax Liability directly or primarily chargeable against or attributable to another person, firm or company;
(v) no disposal has taken place or other event occurred which will or may have the effect of crystallizing a liability t...
Tax and Other Returns and Reports. Except as set forth in Schedule 2.8:
(i) The Company has filed all tax returns required to be filed by it in all applicable jurisdictions and the Company has paid all Governmental Charges (as defined below).
(ii) Adequate provision has been made in the Company's Financials for all Governmental Charges, and all professional fees related thereto, payable in respect of the business or assets of the Company for all periods up to the date of the balance sheet comprising part of the Company's Financials.
(iii) Canadian federal and provincial income tax assessments have been issued to the Company covering all past periods up to and including the fiscal year ended 1999 and such assessments, if any amounts were owing prior to the date hereof in respect thereof, have been paid, and only the fiscal years subsequent to 1996 remain open for reassessment of additional taxes, interest or penalties.
(iv) Assessments for all other applicable Governmental Charges have been issued and any amounts owing thereunder have been paid, and only the time period subsequent to 1996 remains open for reassessment of additional Governmental Charges.
(v) There are no actions, proceedings or claims of any kind in progress, pending or threatened against the Company in respect of any Governmental Charges and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any governmental authority relating to any such Governmental Charges.
(vi) The Company has withheld or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any Governmental Charges.
(vii) Correct and complete copies of all federal and provincial tax returns, including schedules thereto, filed by the Company since 1996 and all written communications with or from any Governmental Entity relating thereto have been made available to Parent.
Tax and Other Returns and Reports. Property Manager shall prepare and file all tax returns and other documents required under federal and state tax laws with respect to the Premises. Further, the Property Manager shall prepare and provide to Owner all information a detailed accounting schedules necessary for Owner to prepare and file Owner’s income tax returns with respect to results of operations of the Premises.
