Tax Returns and Audits Sample Clauses
The 'Tax Returns and Audits' clause outlines the responsibilities of parties regarding the preparation, filing, and review of tax returns, as well as the handling of tax audits. Typically, it specifies which party is responsible for submitting tax documents to authorities, how information will be shared between parties, and the procedures to follow if a tax audit occurs. This clause ensures that both parties are clear on their obligations, helps prevent disputes over tax matters, and provides a framework for cooperation in the event of government inquiries or audits.
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Tax Returns and Audits. (1) As of the Effective Time, the Company will have prepared and timely filed by its due date all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law. Schedule 3.9(b)(1) sets forth the list of each Return the ------------------ Company has been required to file and the list of Returns actually filed by the Company for the tax year ended November 30, 1993 and each subsequent year.
(2) As of the Effective Time, the Company (A) will have timely paid all Taxes it is required to pay and withheld with respect to its employees, and timely paid over to the appropriate tax authority all federal and state income taxes, Federal Insurance Contribution Act ("FICA"), Federal Unemployment Tax Act ("FUTA") and other Taxes required to be withheld, and (B) will have accrued on the Current Balance Sheet all liabilities for Taxes, whether asserted or unasserted, contingent or otherwise, attributable to the periods preceding the Current Balance Sheet and will not have incurred any liability for Taxes for the period commencing after the date of the Current Balance Sheet and ending immediately prior to the Effective Time, other than in the ordinary course of business.
(3) The Company has not been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against the Company, nor has the Company executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(4) No audit or other examination of any Return of the Company is presently in progress, nor has the Company been notified of any request for such an audit or other examination. There has been no correspondence or communications between the Company and any Tax authority that will or may reasonably be expected to result in an increase of Taxes previously reported.
(5) The Company has made available to Parent, its legal counsel and its accountants, copies of all foreign, federal, state and local income and all state and local sales and use Returns for the Company filed for all periods for the tax year ended November 30, 1993 and each subsequent year.
(6) There are (and immediately following the Effective Time there will be) no liens, pledges, charges, claims, restrictions on transfer, mo...
Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.
(ii) The Company and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld, except such Taxes which are not material to the Company.
(iii) Neither the Company nor any of its subsidiaries has any material Tax deficiency outstanding, proposed or assessed against the Company or any of its subsidiaries, nor has the Company or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of the Company or any of its subsidiaries by any Tax authority is presently in progress, nor has the Company or any of its subsidiaries been notified of any request for such an audit or other examination.
(v) No material adjustment relating to any Returns filed by the Company or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to the Company or any of its subsidiaries or any representative thereof.
(vi) Neither the Company nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on the Company Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to the Company, other than any liability for unpaid Taxes that may have accrued since December 31, 1999 in connection with the operation of the business of the Company and its subsidiaries in the ordinary course.
(vii) There is no contract, agreement, plan or arrangement to which the Company or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise t...
Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes 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, state and local 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 depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, ...
Tax Returns and Audits. All required federal, state and local Tax Returns of Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid to the extent that the same are material and have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. Parent is not and has not been delinquent in the payment of any Tax. Parent has not had a Tax deficiency assessed against it. None of Parent’s federal income, state and local income and franchise tax returns has been audited by any governmental authority. The reserves for Taxes reflected on the Parent Balance Sheet are sufficient for the payment of all unpaid Taxes payable by Parent with respect to the period ended on the Parent Balance Sheet Date. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of Parent now pending, and Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns.
Tax Returns and Audits. (i) As of the Effective Time, Brands and its subsidiaries will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to Brands or its operations and such Returns are true and correct and have been completed in accordance with applicable law.
(ii) As of the Effective Time, Brands and its subsidiaries (A) will have paid all Taxes it is required to pay and will have withheld with respect to its employees all federal and state income taxes, Federal Insurance Contribution Act ("FICA"), Federal Unemployment Tax Act ("FUTA") and other Taxes required to be withheld, and (B) will have accrued on the Brands Financial Statements all Taxes attributable to the periods covered by the Brands Financial Statements and will not have incurred any liability for Taxes for the period prior to the Effective Time other than in the ordinary course of business.
(iii) Neither Brands nor any of its subsidiaries has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, assessed or proposed against Brands or any of its subsidiaries, nor has Brands or any of its subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iv) No audit or other examination of any Return of Brands or any of its subsidiaries is presently in progress, nor has Brands or any of its subsidiaries been notified of any request for such an audit or other examination.
(v) No adjustment relating to any Returns filed by Brands or its subsidiaries has been proposed formally or informally by any Tax authority to Brands or its subsidiaries or any representative thereof.
(vi) Neither Brands nor any of its subsidiaries have any liabilities for unpaid federal, state, local and foreign Taxes which have not been accrued or reserved against in accordance with GAAP on the Brands Financial Statements, whether asserted or unasserted, contingent or otherwise, and neither Brands nor any of its subsidiaries have incurred any liability for Taxes since the date of the Brands Financial Statements other than in the ordinary course of business.
(vii) Brands and its subsidiaries have made available to USA Dealers or its legal counsel, copies of all foreign, federal and state income and all state sales and use Returns for Brands and its subsidiaries filed for all periods since its in...
Tax Returns and Audits. (a) The taxable year of each Acquired Company ends December 31. Except as set forth on Schedule 4.6, each Acquired Company has duly and timely filed or caused to be filed all Tax Returns required to be filed on behalf of itself and has paid in full or fully reserved against in the Financial Statements all Taxes. Except as set forth on Schedule 4.6, such Tax Returns are correct in all material respects, and no Acquired Company is required to pay any other Taxes for such periods except as shown in such Tax Returns. The income tax returns filed by each Acquired Company have not been, and are not being, to the Knowledge of the Shareholders, examined by the Internal Revenue Service or other applicable taxing authorities for any period. Except as set forth on Schedule 4.6, all Taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except as set forth on Schedule 4.6, except for amounts not yet due and payable, all Tax liabilities to which the properties of any Acquired Company may be subject have been paid and discharged. There are no Tax liens (other than liens for Taxes which are not yet due and payable) on any of the property of any Acquired Company, nor are there any pending or threatened examinations or Tax claims asserted. No Acquired Company has granted any extensions of limitation periods applicable to Tax claims or filed a consent under Section 341(f) of the Code relating to collapsible corporations. To the Knowledge of the Shareholders, except in jurisdictions in which any Acquired Company voluntarily files Tax
(b) Each Acquired Company has been a validly electing S corporation within the meaning of Code Sections 1361 and 1362 since their respective dates of incorporation, and each Acquired Company will be an S corporation up to and including the day before the Closing Date. Except as set forth in Schedule 4.6, no Acquired Company would be liable for any tax under Code Section 1374 if its assets were sold for their fair market value as of January 1, 1999.
(a) suffered any Material Adverse Effect;
(b) incurred any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice; none of which liabilities i...
Tax Returns and Audits. (i) Nova and each of its Subsidiaries have prepared and timely filed all material required federal, state, local and foreign returns, estimates, information statements and reports and any amendments thereto (“Tax Returns”) relating to any and all Taxes concerning or attributable to Nova, its Subsidiaries or their respective operations, and such Tax Returns, as of the time of filing were true and correct in all material respects and have been completed in accordance with applicable law.
(ii) Nova and each of its Subsidiaries have timely paid all material Taxes required to be paid. With respect to their employees, Nova and each of its Subsidiaries have timely paid or withheld all federal and state income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other material Taxes required to be paid or withheld. Furthermore, any such amounts withheld by Nova and each of its Subsidiaries with respect to their employees have been timely paid over to the appropriate Taxing authority.
(iii) Neither Nova nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed against Nova or any of its Subsidiaries, nor has Nova or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any material Tax.
(iv) No audit or other examination of any Tax Return of Nova or any of its Subsidiaries is presently in progress, nor has Nova or any of its Subsidiaries been notified of any request for such an audit or other examination. No adjustment relating to any Tax Return filed by Nova or any of its Subsidiaries has been proposed formally or, to the knowledge of Nova, informally by any Tax authority to Nova, any of its Subsidiaries or any representative thereof. Neither Nova nor any of its Subsidiaries has been notified of any claim made by an authority in a jurisdiction where Nova or its Subsidiaries do not file Tax Returns that Nova or any of its Subsidiaries are or may be subject to taxation by that jurisdiction.
(v) Neither Nova nor any of its Subsidiaries has any liabilities for unpaid Taxes (other than such liabilities, including without limitation any penalties or interest thereon, that are immaterial to Nova), which have not been accrued or reserved on the Nova Balance Sheet in accordance with GAAP, and neither Nova nor any of its Subsidiaries has incurred any liability for Taxes ...
Tax Returns and Audits. (i) Parent and its subsidiaries have (a) prepared and timely filed all required income and other material Returns relating to any and all Taxes of Parent and its subsidiaries and such Returns are true and correct in all material respects and (b) paid all Taxes they are required to pay.
(ii) There is no Tax deficiency outstanding, assessed or proposed in writing against Parent or any of its subsidiaries, and neither Parent nor any of its subsidiaries has executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.
(iii) No audit or other examination of any Return of Parent or any of its subsidiaries is presently in progress, nor has Parent been notified in writing of any request for such an audit or other examination. No adjustment relating to any Return filed by Parent or any of its subsidiaries has been proposed in writing by any Tax authority to Parent or any of its subsidiaries or any representative thereof, which adjustment has not been resolved. No written claim has ever been made by a taxing authority that Parent or any of its subsidiaries is or may be subject to taxation in a jurisdiction in which it does not file Tax Returns.
(iv) As of the date of the Current Financials, neither Parent nor any of its subsidiaries had liabilities for unpaid Taxes which had not been accrued or reserved on the Current Financials, whether asserted or unasserted, contingent or otherwise, and neither Parent nor any of its subsidiaries has incurred any liability for Taxes since the date of the Current Financials other than in the ordinary course of business, consistent with past practices.
(v) There are (and immediately following the Effective Time there will be) no Liens on the assets of Parent and its subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable or that are being contested in good faith pursuant to appropriate proceedings and for which adequate reserves have been established.
(vi) As of the date hereof, neither Parent nor any of its subsidiaries has taken or agreed to take any action, nor does Parent or any of its subsidiaries have knowledge of any fact or circumstance that could reasonably be expected to prevent the Transaction from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid to the extent that the same are material and have become due, except where the failure so to file or pay could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency assessed against it. None of the Company's federal income tax returns nor any state or local income or franchise tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are sufficient for the payment of all unpaid Taxes payable by the Company with respect to the period ended on the Balance Sheet Date. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns.
Tax Returns and Audits. All required federal, state and local tax ---------------------- returns or appropriate extension requests of the Company have been filed, and all federal, state and local taxes required to be paid with respect to such returns have been paid or provision for the payment thereof has been made. The Company is not delinquent in the payment of any such tax or in the payment of any assessment or governmental charge. The Company has not received notice of any tax deficiency proposed or assessed against it, and it has not executed any waiver of any statute of limitations on the assessment or collection of any tax. None of the Company's tax returns have been audited by governmental authorities in a manner to bring such audits to the Company's attention. The Company does not have any tax liabilities except those incurred in the ordinary course of business since January 1, 2003.