Tax and Others. (a) Except (i) as disclosed in Section 17 of the Disclosure Schedule or the Financial Statements; or (ii) for matters that would not have a Material Adverse Effect, to the Investees’ Knowledge, each of the Group Companies has timely filed all Tax Returns and reports as required by Law (taking into account any extension of time to file granted or obtained). Such Tax Returns are true and correct in all material respects. All Taxes actually assessed against any of the Group Companies (whether or not shown on any Tax Return) have been paid in a manner customary for companies similarly situated save where the latest time for payment has not arisen.
(b) Except as disclosed in the Financial Statements, the Interim Financial Statements and the Draft F-1 Registration Statement, there has been no material penalty or deficiency for Taxes assessed in writing against any of the Group Companies by any taxing authority and no circumstances exist, to the Investees’ Knowledge, to form the basis for such a claim which would have a Material Adverse Effect.
(c) Except for matters that would not have a Material Adverse Effect, none of the Group Companies has incurred, assumed or been claimed to be responsible for any social security or environmental liabilities or obligations, actual or contingent, in connection with or arising from its entry into or consummation of the transactions contemplated hereby.
Tax and Others. (a) Except (i) as disclosed in Section 18(a) of the Disclosure Schedule or the Financial Statements; or (ii) for matters that would not have a Material Adverse Effect, to the Investees’ Knowledge, each of the Group Companies has timely filed all Tax Returns and reports as required by Law (taking into account any extension of time to file granted or obtained). Such Tax Returns are true and correct in all material respects. All Taxes actually assessed against any of the Group Companies (whether or not shown on any Tax Return) have been paid in a manner customary for companies similarly situated save where the latest time for payment has not arisen.
(b) There has been no material deficiency for Taxes assessed in writing against any of the Group Companies by any taxing authority and no circumstances exist, to the Investees’ Knowledge, to form the basis for such a claim which would have a Material Adverse Effect.
(c) Except for matters that would not have a Material Adverse Effect, none of the Group Companies has incurred, assumed or been claimed to be responsible for any social security or environmental liabilities or obligations, actual or contingent, in connection with or arising from its entry into or consummation of the transactions contemplated hereby.
Tax and Others. A. Each of the PRC Companies has obtained all necessary material Governmental Approvals entitling it to, and it is entitled to, as of the date hereof the Tax Breaks.
B. Each of the PRC Companies has timely filed all Tax Returns required pursuant to applicable law to be filed with any Tax Authority, all such Tax Returns are accurate, complete and correct in all material respects, and each of the PRC Companies has timely paid all Taxes shown to be due on such Tax Returns. Each of the PRC Companies has not made any elections pursuant to any applicable Tax laws, rules and regulations that would have a Material Adverse Effect. Since its date of incorporation, each of the PRC Companies has not incurred any Taxes, assessments or governmental charges other than in the ordinary course of business, and it has made adequate provisions on its books of account for all actual and contingent Taxes with respect to its consolidated business, properties and operations for such period.
C. Each of the PRC Companies is not the beneficiary of an extension of time within which to file any Tax Return.
D. There has been no deficiency for Taxes assessed against the PRC Companies by any Taxing Authority and no circumstances exist, to the knowledge of the PRC Companies, to form the basis for such a claim or issue which could be material to the PRC Companies.
E. Except as set forth in the WFOE Disclosure Schedule and to the best Knowledge of the PRC Companies, each of the PRC Companies has not incurred, assumed or been claimed to be responsible for any tax, social security, environmental, contractual or other liabilities or obligations, actual or contingent, in connection with or arising from its entry into or consummation of the Contemplated Transactions.
