Tax Payments and Returns Sample Clauses

Tax Payments and Returns. Such Shareholder has filed all tax reports and returns required to be filed through the date of this Agreement and has paid all taxes and other related charges (including interest and penalties) due or claimed to be due from such Shareholder by federal, state, local or foreign taxing authorities. No taxing authority has audited any portion of such Shareholder's tax return, and there are no notices of audit, pending questions relating to, or claims asserted for, taxes or assessments received by or made against such Shareholder.
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Tax Payments and Returns. Biosym made available to MSI or its accountants, for years subsequent to December 31, 1992, true and complete copies of all Biosym's pro forma federal income and state and local (including the State of California) income tax work papers used to prepare Corning's consolidated tax returns, and all foreign, federal and state and local income tax returns filed separately by any Subsidiary;
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Tax Payments and Returns. Such Shareholder and Division-Tel has filed all tax reports and returns required to be filed through the date of this Agreement and has paid all taxes and other related charges (including interest and penalties) due or claimed to be due from such Shareholder or Division-Tel, by federal, state, local or foreign taxing authorities, except as where indicated on Schedule 4.1.6. Said Shareholder has no actual knowledge, nor any reason to know, that any taxing authority has audited any portion of such Shareholder or Division-Tel's tax return, and has no actual knowledge, nor any reason to know, that there are any notices of audit, pending questions relating to, or claims asserted for, taxes or assessment received by or made against such Shareholder.
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Tax Payments and Returns. (a) Division-Tel has delivered to Telecomm true and complete copies of its federal, state and local income tax returns for its tax year ended December 31, 1997. Division-Tel has filed all tax reports and returns required to be filed by it through the date of this Agreement and has paid all taxes and other related charges (including interest and penalties) due or claimed to be due from it by foreign, federal, state or local taxing authorities. To the best of Shareholder knowledge, no taxing authority has audited any portion or a tax return relating to any Shareholder or Division-Tel, and there are no notices of audit, pending questions relating to, or claims asserted for, taxes or assessments received by or made against any Division-Tel.
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Tax Payments and Returns. Such Member and Private Entity has filed all tax reports and returns required to be filed through the date of this Agreement and has paid all taxes and other related charges (including interest and penalties) due or claimed to be due from such Member or Private Entity, by federal, state, local or foreign taxing authorities, except as where indicated on SCHEDULE 4.5. Said Member has no actual knowledge, nor any reason to know, that any taxing authority has audited any portion of such Member or Private Entity 's tax return, and has no actual knowledge, nor any reason to know, that there are any notices of audit, pending questions relating to, or claims asserted for, taxes or assessment received by or made against such Members.
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Tax Payments and Returns. Private Entity has delivered to NetVision true and complete copies of its federal, state and local income tax returns for its tax year ended December 31, 1998. Private Entity has filed all tax reports and returns required to be filed by it through the date of this Agreement and has paid all taxes and other related charges (including interest and penalties) due or claimed to be due from it by foreign, federal, state or local taxing authorities. To the best of Member's knowledge, no taxing authority has audited any portion or a tax return relating to any Member or Private Entity, and there are no notices of audit, pending questions relating to, or claims asserted for, taxes or assessments received by or made against any Private Entity.
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Tax Payments and Returns. Target shall include the income of the Companies (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on Target’s consolidated federal Income Tax Returns for all periods through the Cut-Off Date. The Companies, on or before the Cut-Off Date, or Target at any time, shall pay or cause to be paid all Target Taxes, and shall file or cause to be filed all Tax Returns with respect to all Target Taxes other than Target Taxes for a Straddle Period. Except as provided in Section 10(b), in the case of Taxes other than Income Taxes, the Companies shall (i) pay or cause to be paid on or before the Cut-Off Date any such Taxes that the Companies would pay on or before the Cut-Off Date in the ordinary course of business, consistent with past practices and (ii) file or cause to be filed on or before the Cut-Off Date all Tax Returns then due with respect to such Taxes. Buyer shall, or shall cause the Companies after the Cut-Off Date to, pay all Taxes other than Target Taxes and Taxes to be paid by the Companies on or before the Cut-Off Date as described in the preceding sentence and shall file all Tax Returns not required to be filed by the Companies on or before the Cut-Off Date or by Target pursuant to this Agreement. All Tax Returns described in this Section 10(a) for Tax periods beginning before the Closing Date shall be prepared in accordance with past practice (unless a contrary position is required by law).
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Tax Payments and Returns. Private Entity has delivered to NetVision true and complete copies of its federal, state and local income tax returns for its tax year ended December 31, 1998. Except as set forth on Schedule 5.19, Private Entity has filed all tax reports and returns required to be filed by it through the date of this Agreement and has paid all taxes and other related charges (including interest and penalties) due or claimed to be due from it by foreign, federal, state or local taxing authorities. To the best of Xxxxxx'x and Xxxxxxx'x knowledge, no taxing authority has audited any portion or a tax return relating to Xxxxxx, Xxxxxxx or Private Entity, and there are no notices of audit, pending questions relating to, or claims asserted for, taxes or assessments received by or made against any Private Entity.
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Tax Payments and Returns. Private Entity has filed all tax reports and returns required to be filed through the date of this Agreement and has paid all taxes and other related charges (including interest and penalties) due or claimed to be due from Private Entity, by federal, state, local or foreign taxing authorities, except as where indicated on SCHEDULE 5.5 and SCHEDULE 5.19. Xxxxxx or Xxxxxxx has no actual knowledge, nor any reason to know, that any taxing authority has audited any portion of Private Entity 's tax return, and has no actual knowledge, nor any reason to know, that there are any notices of audit, pending questions relating to, or claims asserted for, taxes or assessment received by or made against Private Entity.
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Related to Tax Payments and Returns

  • Taxes and Returns (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Tax Returns and Payments Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

  • Tax Returns and Taxes Each Obligor has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

  • Tax Returns and Payments; Pension Contributions Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

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