Tax Deficiencies; Audits; Statutes of Limitations. And except in the case of audits, actions or proceedings for which appropriate reserves have been established on the Financial Statements in accordance with GAAP: (x) there is no audit by a governmental or taxing authority in process or pending with respect to any material Returns of the Company and its Subsidiaries; (y) no deficiencies have been asserted, in writing, with respect to any material Taxes of the Company and its Subsidiaries and none of the Company or its Subsidiaries has received written notice that it has not filed a material Return or paid material Taxes required to be filed or paid by it; and (z) none of the Company and its Subsidiaries are parties to any action or proceeding for assessment or collection of any material Taxes, nor has such event been asserted, in writing against the Company and its Subsidiaries or any of their assets.
Tax Deficiencies; Audits; Statutes of Limitations. Except in the case of audits, actions or proceedings for which appropriate reserves have been established on the Buyer Financial Statements in accordance with GAAP: (A) there is no audit by a governmental or taxing authority in process or pending with respect to any material Returns of Buyer; (B) no deficiencies have been asserted, in writing, with respect to any material Taxes of Buyer and Buyer has not received written notice that it has not filed a material Return or paid material Taxes required to be filed or paid by it; and (C) Buyer is not party to any action or proceeding for assessment or collection of any material Taxes, nor has such event been asserted, in writing against Buyer or any of its assets.
Tax Deficiencies; Audits; Statutes of Limitations. Except as set forth on Schedule 2.1(k)(iii) or as would not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Group, taken as a whole, (A) there is no audit, examination, investigation or other proceeding by a governmental or Taxing Authority in process or pending or, to the Knowledge of Holdings, threatened in writing with respect to any Returns of any Group Member, (B) no deficiencies exist or have been asserted, in writing, with respect to any Taxes of the Group Members and no Group Member has received written notice that it has not filed a Return or paid Taxes required to be filed or paid by it, (C) no Group Member is a party to any action or proceeding for assessment or collection of any Taxes, nor has such event been asserted, in writing, against any Group Member or any of its assets and (D) no Group Member has waived any statute of limitations in respect of a material amount of Taxes or agreed to any extension of time with respect to an assessment or deficiency for a material amount of Taxes (other than pursuant to extensions of time to file Returns obtained in the ordinary course and other than Tax Returns filed on a consolidated, combined or unitary basis with Ford or any of its affiliates).
Tax Deficiencies; Audits; Statutes of Limitations. Except as disclosed in writing to the Acquiror, no deficiencies exist or have been asserted with respect to Taxes of the Company or any material Subsidiary. Neither the Company nor any material Subsidiary is a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or threatened against the Company or any material Subsidiary or any of their respective assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of the Company or any material Subsidiary. Except as has been disclosed in writing to the Acquiror, the Returns of the Company and any material Subsidiary have never been audited by a government or taxing authority, nor is any such audit in process, pending or threatened.
Tax Deficiencies; Audits; Statutes of Limitations. Except as set forth on Schedule 4.20, the Tax Returns related to the Business have never been audited by a government or Taxing authority, nor is any such audit in process, pending or threatened (either in writing or verbally, formally or informally). No deficiencies have been asserted (either in writing or verbally, formally or informally) or are expected to be asserted with respect to Taxes of Seller or otherwise in connection with the Business, and neither Seller nor Shareholder has received notice (either in writing or verbally, formally or informally) or expects to receive notice that it has not filed a Tax Return (or other required document) or paid Taxes required to be filed or paid by it. Neither seller nor Shareholder is a party to any Claim for assessment or collection of Taxes, nor has such event been asserted or threatened (either in writing or verbally, formally or informally) against Seller or Shareholder or any of the assets of the Business. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Tax Returns related to the Business. No extension of time to file any Tax Return in respect of any taxable period has been requested which has not since been filed. No power of attorney with respect to Taxes imposed on or incurred by Seller, or Shareholder has been granted which is currently in force. Neither the Seller nor Shareholder has received a Tax ruling or entered into a closing agreement with any Taxing authority that could have an adverse effect on any of the Assets or the Business after the Closing Date. No Taxing authority has made a pending or threatened Claim with respect to the filing of the Tax Returns and/or payment of Tax in any jurisdiction in which Seller has not previously filed Tax Returns or paid Tax.
Tax Deficiencies; Audits; Statutes of Limitations. (i) No deficiencies have been asserted with respect to Taxes of the Group that remain unpaid; (ii) the Group is not a party to any action or proceeding for assessment or collection of Taxes, and no such action or proceeding has been asserted or threatened against the Group or any of its assets; and (iii) no waiver or extension of any statute of limitations is in effect with respect to any Taxes or Returns of the Group. The Returns of the Group for all tax years for which the statute of limitations has not expired have never been audited by a Governmental Authority (which term includes any taxing authority), nor is any such audit in process, pending or, to the Knowledge of the Company, threatened. Neither the Company nor any director or officer (or employee responsible for Tax matters) of any other member of the Group is aware of any facts or circumstances that, if known by any Governmental Authority would be reasonably likely to cause the Governmental Authority to assess any additional Taxes for any period for which Returns have been filed.
Tax Deficiencies; Audits; Statutes of Limitations. The Tax Returns of the Company Group have never been audited by a government or taxing authority, nor is any such audit in process, pending or threatened (either in writing or, to the Company's knowledge, orally, formally or informally). No deficiencies exist or have been asserted (either in writing or, to the Company's knowledge, orally, formally or informally) or are expected to be asserted with respect to Taxes of the Company Group, and no member of the Company Group has received notice (either in writing or orally, formally or informally) or, to the Company's knowledge, expects to receive notice that it has not filed a Tax Return or paid Taxes required to be filed or paid by it. No member of the Company Group is a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or threatened (either in writing or, to the Company's knowledge, orally, formally or informally) against the Company Group or any of its assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Tax Returns of the Company Group. Each member of the Company Group has disclosed on its federal income tax returns all positions taken therein that could give rise to a substantial understatement penalty within the meaning of Code Section 6662. No member of the Company Group has participated in a listed transaction within the meaning of Treasury Regulations Section 1.6011-4T(b)(2) (“Listed Transaction”) (determined without regard to whether such transaction is a reportable transaction under that regulation (“Reportable Transaction”)).
Tax Deficiencies; Audits; Statutes of Limitations. No deficiencies exist or have been asserted (either in writing or verbally, formally or informally) or are expected to be asserted with respect to Taxes of the SCC Group that would cause SCC's reserves for taxes to be understated by an amount which would have a Material Adverse Effect on SCC. No tax returns of the SCC Group are currently under audit, and no waiver or extension of the statute of limitations is in effect with respect to any tax returns.
Tax Deficiencies; Audits; Statutes of Limitations. No deficiencies exist or have been asserted (either in writing or verbally, formally or informally) or are expected to be asserted with respect to Taxes of the Coxxxx Xroup that would cause Coxxxx'x xeserves for taxes to be understated by an amount which would have a Material Adverse Effect on Coxxxx. No tax returns of the Coxxxx Group are currently under audit, and no waiver or extension of the statute of limitations is in effect with respect to any tax returns.
Tax Deficiencies; Audits; Statutes of Limitations. Except as otherwise set forth in Subsection 4.18(c) of the PRB Disclosure Schedule (i) no deficiencies have been asserted with respect to Taxes of PRB that remain unpaid or have not otherwise been resolved; (ii) PRB is not a party to any outstanding action or proceeding for assessment or collection of Taxes, and no such action or proceeding has been, to the knowledge of PRB, threatened, against PRB or any of its assets; and (iii) no waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of PRB. Except as otherwise set forth in Subsection 4.18(c) of the PRB Disclosure Schedule, the Returns of PRB for all tax years for which the statute of limitations for assessments has not expired have never been audited by a Governmental Entity (which term includes any taxing authority), nor is any such audit in process, pending or, to the knowledge of PRB, threatened.
