Tax Returns. Except as set forth on Schedule 3.13:
Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.
Tax Returns. The Company has filed all U.S. federal, state, local and non-U.S. tax returns required to be filed through the date hereof and has paid all taxes required to be paid thereon, and no tax deficiency has been determined adversely to the Company (nor does the Company have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company), except in each case as would not reasonably be expected to have a Material Adverse Effect.
Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid.
Tax Returns. Visant shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business with respect to Pre-Closing Tax Periods and shall pay any Taxes due in respect of such Tax Returns, and Buyer shall file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business. All Tax Returns, to the extent they relate to Taxes of Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business, shall be prepared and filed in a manner consistent with past practices. Visant shall pay Buyer the Taxes for which Visant is liable pursuant to this Section 5.15 (without duplicating amounts settled pursuant to the Purchase Price Adjustment Amount) but which are payable with Tax Returns to be filed by Buyer pursuant to this Section 5.15(c) within 10 days prior to the due date for the filing of such Tax Returns. As promptly as practicable after Visant has completed the preparation of any material Tax Returns to be prepared by Visant pursuant to this Section 5.15(c), Visant shall deliver such completed, but unfiled Tax Returns to the Buyer for its review. As promptly as practicable, but in no event less than 20 days prior to their due date, after Buyer has completed the preparation of material Tax Returns that are required to be filed by or with respect to Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business for Straddle Periods (“Straddle Returns”), Buyer shall deliver copies of such completed Straddle Returns to Visant for their review. Visant shall have a period of 10 Business Days to review and comment on such Straddle Returns prior to their filing, such comments to be reasonably accepted by Buyer. Visant and Buyer mutually agree to consent to the filing as promptly as possible of such Straddle Returns. In the event the Parties are unable to resolve any issue regarding a Straddle Return within ten (10) days after Buyer has received such Straddle Return, the disputed issue shall be immediately submitted to the Accounting Firm to resolve in the final binding matter prior to the due date for such Straddle Return. The fees and expenses of the Accounting Firm shall be shared equally by Visant and Buyer.
Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.
Tax Returns. The General Partner shall cause income tax returns for the Partnership to be prepared and timely filed with the appropriate federal, state and local taxing authorities.
Tax Returns. The Company has filed all material federal, state and foreign income tax returns required to be filed by or on behalf of the Company on or before the due dates therefor (taking into account all extensions of time to file) and has paid or provided for the payment of all such material taxes indicated by such tax returns and all assessments received by the Company to the extent that such taxes or assessments have become due.
Tax Returns. The Company and its subsidiaries have filed all foreign, federal, state and local tax returns that are required to be filed or have obtained extensions thereof, except where the failure so to file would not, individually or in the aggregate, result in a Material Adverse Effect, and have paid all taxes (including, without limitation, any estimated taxes) required to be paid and any other assessment, fine or penalty, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Effect.
Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.
