Tax Filings and Payments. (i) All Returns (as hereinafter defined) required to be filed on or before the date hereof and the date of the Closing by or on behalf of LandCare have been duly filed on a timely basis and such Returns are true, correct and complete in all material respects, except that such returns may contain inadvertent errors and omissions which are not material.
(ii) LandCare has timely paid or made adequate provision for all Taxes and, no other material Taxes are payable by LandCare with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns).
(iii) LandCare has made or will make adequate provision for all Taxes payable for any periods that end on or before the Closing for which no Returns have yet been filed and for any periods that begin before the Closing and end after the Closing to the extent such Taxes are attributable to the portion of any such period ending at the Closing.
(iv) The charges, accruals and reserves for current Taxes (excluding reserves for deferred Taxes) reflected on the books of LandCare are not materially less than the Tax liabilities accruing or payable by LandCare in respect of periods prior to the date hereof and such charges, accruals and reserves are reflected on LandCare's most recent financial statements.
(v) LandCare is not delinquent in the payment of any Taxes or has requested any extension of time within which to file or send any Return, which Return has not since been filed or sent and which Taxes have not been paid.
(vi) No deficiencies exist for any Taxes or any penalties, interest or assessments nor have any been proposed, asserted, or assessed against LandCare that are not adequately reserved for.
(vii) There is no dispute or claim concerning any material Tax liability of LandCare either (A) claimed or raised by any authority in writing or (B) as to which LandCare has knowledge based upon personal contact with any agent of such authority.
(viii) There is no pending audit, examination, or, to LandCare's knowledge, any investigation of any Return by any authority nor has LandCare received any notice of such audit, examination, or investigation.
(ix) LandCare has not waived any statute of limitations in respect of Taxes or granted any extension of the limitations period applicable to any claim of Taxes.
(x) LandCare is not subject to liability for Taxes of any person (other than LandCare or any other member of the affiliated group of corporations that files a consolidated feder...
Tax Filings and Payments. The Company has:
(i) duly filed in a timely and accurate manner all returns, reports, forms or other information required to be filed with respect to any Taxes;
(ii) paid all Taxes for all previous years and all required quarterly instalments due for the current fiscal year; and
(iii) provided adequate reserves for all Taxes for the periods covered by, and such reserves are reflected in, the Financial Statements;
Tax Filings and Payments. The Corporation and the Subsidiaries have:
(i) duly filed in an accurate manner all returns, reports, forms or other information required to be filed with respect to any Taxes; and
(ii) paid all Taxes for all previous years required to be paid up to and including the Closing Date.
Tax Filings and Payments. Each Borrower and each Material Subsidiary has filed all material Tax returns which are required to have been filed in any jurisdiction. Each Borrower has, and each Material Subsidiary has, paid all material Taxes shown to be due and payable on any Tax return filed by it and all other material Taxes and assessments payable by it, to the extent the same have become due and payable and before they have become delinquent, except for any material Taxes, or material existing or known proposed assessments or reassessments in respect of which all of the following conditions are met:
(i) the amount, applicability or validity thereof is currently being contested (or will be protested once initiated) in good faith by appropriate proceedings;
(ii) the execution of any judgment with respect thereto has been stayed;
(iii) each Borrower or relevant Material Subsidiary has set aside on its books reserves with respect thereto (segregated to the extent required by GAAP) deemed by it to be adequate; and
(iv) notice has been provided to the Agent pursuant to Section 8.2(h)(iii) if the amount thereof exceeds or could reasonably be expected to exceed US$20,000,000 (or the Equivalent Amount in any other currency).
Tax Filings and Payments. The FK Stockholders and the HT Equityholders shall cause each of Flare King and Hi-Tech, respectively, to file all tax returns on a timely basis and pay all taxes as the same shall become due between the date of execution of this Agreement and the Funding and Consummation Date, and the FK Stockholders and the HT Equityholders shall cause each of Flare King and Hi-Tech, respectively, to permit the Company, the Company Stockholders and their representatives to review the same prior to their filing.
Tax Filings and Payments. The Company shall file all tax returns on a timely basis and pay all taxes as the same shall become due between the date of execution of this Agreement and the Closing Date.
Tax Filings and Payments. On a group-wide basis, Interface, Inc. and its subsidiaries may have exposure for contingent tax liabilities in jurisdictions with open tax years. The group’s books and records of account include a tax reserve which should be adequate to cover any such contingent tax liabilities. If such contingent tax liabilities exceed the tax reserves, the excess should not have a Materially Adverse Effect on the financial condition of the companies as a group.
Tax Filings and Payments. Evanachan Alaska has:
(i) upon filing each of its federal and state returns for fiscal year 2006, timely filed (or has had timely filed on its behalf) each Return required to be filed or sent by it in respect of any Taxes or required to be filed or sent by it by any Governmental Authority, each of which was correctly completed and accurately reflected any liability for Taxes of Evanachan Alaska covered by Dxxxx:1850052.7 such Return, (ii) timely and properly paid (or had paid on its behalf) all Taxes due and payable for all Tax periods or portions thereof whether or not shown on such Returns, (iii) established in Evanachan Alaska’s books of account, in accordance with GAAP and consistent with past practices, adequate reserves for the payment of any Taxes not then due and payable and (iv) complied with all applicable laws relating to the withholding of Taxes and the payment thereof; and (v) made (or caused to be made on its behalf) all estimated tax payments required to have been made to avoid any material underpayment penalties.
Tax Filings and Payments. Each Borrower and each Material Subsidiary has filed all material Tax returns which are required to have been filed in any jurisdiction. Each Borrower has, and each Material Subsidiary has, paid all material Taxes shown to be due and payable on any Tax return filed by it and all other material Taxes and assessments payable by it, to the extent the same have become due and payable and before they have become delinquent, except for any material Taxes, or material existing or known proposed assessments or reassessments in respect of which all of the following conditions are met:
(i) the amount, applicability or validity thereof is currently being contested (or will be protested once initiated) in good faith by appropriate proceedings;
(ii) the execution of any judgment with respect thereto has been stayed;
(iii) each Borrower or relevant Material Subsidiary has set aside on its books reserves with respect thereto (segregated to the extent required by GAAP) deemed by it to be adequate; and
(iv) notice has been provided to the Agent pursuant to Section 8.2(h)(iii) if the amount thereof exceeds or could reasonably be expected to exceed US$20,000,000 (or the Equivalent Amount in any other currency).”
(c) Following the completion of the Norbord Arrangement, Norbord will provide the representations and warranties set out in Section 7.1 of the Credit Agreement, as so amended, only as to matters pertaining to itself and its Subsidiaries.
(d) The list of Material Subsidiaries attached as Schedule 4 to the Credit Agreement is deleted and replaced with Schedule 4 in the form attached to this Agreement.
Tax Filings and Payments. (i) With respect to any Tax Return filed with respect to the Company or Newco after the Closing Date that relates to a taxable period or portion thereof ending on or prior to the Closing Date (a “Pre-Closing Period“), Buyer shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all items of income, gain, loss, deduction, credit and other tax items required to be included therein. Not later than 30 days prior to the due date of each such Tax Return, Buyer shall deliver a copy of such Tax Return to Seller together with a statement of the excess, if any, of the amount of Tax shown due on such Tax Return that relates to a taxable period ending on or prior to the Closing Date over the amount set up as a liability for such Tax in the Financial Statements. The Tax Return shall be reasonably acceptable in form and content to Seller. Not later than 5 days prior to the due date of such Tax Return, Seller shall pay to Buyer the amount of such excess. Upon receipt thereof, Buyer shall cause the Company or Newco, as the case may be, to file the Tax Return and pay the Taxes shown due on such Tax Return.
(ii) At Closing, ad valorem property Taxes owed by the Company, and by Medegen, LLC with respect to the assets transferred to Newco pursuant to this Agreement, for the Pre-Closing Period (determined as described below) shall be estimated based on the best available information, and Seller shall pay to Buyer any amount by which such estimate of ad valorem property Taxes for the Pre-Closing Period exceeds the accrual for such Taxes in the Financial Statements. When the ad valorem property Taxes for the Pre-Closing Period are capable of being finally determined, Buyer shall compare the amount of such Taxes to the sum of the accrual for such Taxes in the Financial Statements and the amount of any payment for such Taxes made by Seller at Closing and shall xxxx the Seller for any underpayment of such Taxes or issue a refund to Seller for any overpayment of such Taxes. Seller shall pay a xxxx issued by Buyer for an underpayment within 30 days of receipt. Buyer shall be responsible for the timely payment of ad valorem property Taxes to the appropriate Taxing Authority.
(iii) For purposes of determining the amount of Taxes relating to a Pre-Closing Period, (A) in the case of Taxes that are imposed on a periodic basis (such as real property Taxes), such amount shall be based on the number of days in the Pre-Closing Period relative to the total...
