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.
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.
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.
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.
(b) Since its inception, Division-Tel has been duly qualified as a Sub Chapter S corporation for federal and state income tax purposes and, in connection therewith,
(i) has not had more than 35 shareholders, (ii) has not had as a shareholder a person (other than an estate and other than a trust described in Section 1361 ( c) (2) of the Internal Revenue Code of 1986, as amended) who is not an individual, (iii) has not had a nonresident alien as a shareholder,
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).
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.
Tax Payments and Returns. (a) NCS has delivered to Telecomm true and complete copies of its federal, state and local income tax returns for its tax years ended December 31, 1994 and December 31, 1995. NCS 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. No taxing authority has audited any portion of a tax return relating to any Shareholder or NCS, and there are no notices of audit, pending questions relating to, or claims asserted for, taxes or assessments received by or made against any NCS.
(b) Since its inception, NCS has been duly qualified as an S corporation for federal and state income tax purposes and, in connection therewith, (i) has not had more than 35 shareholders, (ii) has not had as a shareholder a person (other than an estate and other than a trust described in Section 1361(c)(2) of the Internal Revenue Code of 1986, as amended) who is not an individual, (iii) has not had a nonresident alien as a shareholder, (iv) has not had more than "one class of stock" (as such term is used in Section 1361 of the Internal Revenue Code of 1986, as amended), (v) has not been an "ineligible corporation" (as such term is used in Section 1361 of the Internal Revenue Code of 1986, as amended), and (vi) has properly filed S corporation elections with and is approved as an S corporation by the Internal Revenue Service and all applicable State Departments of Revenue or Taxation.
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.
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;
Tax Payments and Returns. Tax Sharing Agreements. There are no tax sharing agreements with respect to MSI or its Subsidiaries and to the best of MSI's knowledge, TMSI concerning the payment of taxes;
