Tax Returns and Liabilities. Except as set forth on Schedule 2.11, proper and accurate amounts have been and will be withheld by each of the Companies from its respective employees and properly deposited in appropriate accounts, for all periods up to and through the Closing Date in full and complete compliance with the tax withholding, deposit and payment provisions of applicable federal, state and local laws. Each of the Companies has filed all federal, state and local, as well as other returns and reports that were required to be filed for all periods for which returns were due up to and through the Closing Date, and each of the Companies has made timely payments of all governmental taxes, levies, duties, license and registration fees, charges or withholdings of any nature whatsoever ("Taxes") shown to be due and payable in respect of such returns and reports. To the knowledge of each of the Companies and the Shareholders, all such returns are true, correct and complete in all material respects and no penalties or interest will be asserted by any taxing authority arising out of a late payment of Taxes. Except as disclosed on Schedule 2.11, none of the Companies owes any deficiency for any Taxes, and to the knowledge of the Shareholders, no tax returns are presently under audit or examination by any federal, state or local tax authority, and no adjustments have been proposed or asserted by the Internal Revenue Service or any other agency in respect of any liability for Taxes arising out of or relating to such returns. Except as disclosed on Schedule 2.11, with respect to all prior audits or examinations of the Companies, no adjustments have been agreed upon which would adversely effect the future tax liability of the Companies. None of the Companies is a participant in or the subject of any pending, or to the knowledge of the Shareholders, proposed or threatened proceeding, negotiation or settlement in respect of any Taxes. Except as disclosed on Schedule 2.11, prior to Closing, each of the Companies will have paid to all taxing authorities all assessed Taxes and tax-related liabilities and claims due and payable prior to Closing and will have no existing, continuing or future liability or obligation in respect of assessed Taxes to any entity or authority, whether or not accrued, asserted or contingent, with the sole exception of Taxes which accrued or will accrue on or after January 1, 1998. GSS filed an election to be taxed under Subchapter S of the Code, effective February 1, 1995, and Five Star filed an election to be taxed under Subchapter S of the Code, effective September 1, 1995 (collectively, the "S Elections"). Since the effective date of the S Elections and through the day immediately prior to the Closing Date, to the knowledge of the Shareholders, each of GSS and Five Star have satisfied all conditions necessary to be qualified as S corporations under the Code.
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Tax Returns and Liabilities. (a) Except as set forth otherwise disclosed on the Disclosure Schedule 2.11attached hereto, proper and accurate amounts have been and will be withheld by each with respect to all of the Companies from its respective employees and properly deposited in appropriate accountsCorporate Sellers:
(i) (A) all returns, for all periods up to and through the Closing Date in full and complete compliance with the tax withholding, deposit and payment provisions of applicable federal, state and local laws. Each of the Companies has filed all federal, state and local, as well as other including estimated returns and reports that were required of every kind with respect to be Taxes which are due to have been filed for all periods for which returns were due up to by Seller in accordance with any applicable law, have been duly filed and through the Closing Date, and each of the Companies has made timely payments of all governmental taxes, levies, duties, license and registration fees, charges or withholdings of any nature whatsoever ("Taxes") shown to be due and payable in respect of such returns and reports. To the knowledge of each of the Companies and the Shareholders, all such returns are true, correct and complete in all material respects respects; (B) all Taxes, deposits or other payments for which Seller may have any liability through the Effective Date (whether or not shown on a return), have been paid in full or are accrued as liabilities for Taxes on the books and records of Seller; (C) the amounts so paid on or before the Effective Date together with any amounts accrued as liabilities for Taxes (whether accrued as currently payable or deferred Taxes) on the books of Seller will be adequate to satisfy all liabilities for Taxes of Seller in any jurisdiction through the Effective Date, including Taxes accruable upon income earned through the Effective Date; (D) with respect to Seller, there are not now any extensions of time in effect with respect to the dates on which any returns or reports of Taxes were or are due to be filed; (E) all deficiencies asserted as a result of any examination of any return or report of Taxes of Seller have been paid in full, accrued on the books of Seller, or finally settled, and no penalties or interest will be asserted issue has been raised in any such examination which, by any taxing authority arising out of a late payment of Taxes. Except as disclosed on Schedule 2.11, none application of the Companies owes any same or similar principles, reasonably could be expected to result in a proposed deficiency for any Taxesother period not so examined; (F) no claims have been asserted against Seller and no proposals or deficiencies for any Taxes are being asserted against Seller, and or, to the knowledge of the ShareholdersSeller's or its Owners' knowledge, no tax returns are presently under audit proposed or examination by any federal, state or local tax authoritythreatened, and no adjustments audit or investigation of any return or report of Taxes is currently underway or pending or, to Seller's or its Owners' knowledge, threatened; (G) there are no outstanding waivers or agreements by Seller for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notices of proposed reassessment of any property owned or leased by Seller or any other matter pending between Seller and any Tax Authority; (H) there are no liens for Taxes upon any property or assets of Seller except liens for current Taxes not yet due or payable, nor are there any liens which are pending or threatened; (I) to Seller's and its Owners' knowledge, there are no facts which exist or have existed which would constitute meritorious grounds for the assessment of any Taxes against Seller with respect to the periods which have not been proposed or asserted audited by the Internal Revenue Service or any other agency in respect taxing authorities; (J) Seller is not a party to any Tax allocation or sharing agreement; and (K) Seller (1) is not and has never been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated U.S. federal income tax return and (2) does not have any liability for Taxes arising out of (whether known or relating to such returns. Except as disclosed on Schedule 2.11, with respect to all prior audits or examinations of the Companies, no adjustments have been agreed upon which would adversely effect the future tax liability of the Companies. None of the Companies is a participant in or the subject of any pending, or to the knowledge of the Shareholders, proposed or threatened proceeding, negotiation or settlement in respect of any Taxes. Except as disclosed on Schedule 2.11, prior to Closing, each of the Companies will have paid to all taxing authorities all assessed Taxes and tax-related liabilities and claims due and payable prior to Closing and will have no existing, continuing or future liability or obligation in respect of assessed Taxes to any entity or authority, whether or not accruedunknown, asserted or contingentunasserted, with the sole exception of Taxes which accrued liquidated or will accrue on or after January 1, 1998. GSS filed an election to be taxed under Subchapter S of the Code, effective February 1, 1995unliquidated, and Five Star filed an election whether due or to be taxed become due) for the Taxes of any Person (other than Seller) under Subchapter S Treas. Reg. ss. 1.1502-6 (or any similar provision of the Codestate, effective September 1local or foreign law), 1995 (collectivelyas transferee or successor, the "S Elections"). Since the effective date of the S Elections and through the day immediately prior to the Closing Date, to the knowledge of the Shareholders, each of GSS and Five Star have satisfied all conditions necessary to be qualified as S corporations under the Codeby contract or otherwise.
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Samples: Representations, Covenants and Indemnification Agreement (Profit Recovery Group International Inc)
Tax Returns and Liabilities. Except as set forth on otherwise disclosed in Schedule 2.114.26(b): (i) all returns, proper and accurate amounts have been and will be withheld by each of the Companies from its respective employees and properly deposited in appropriate accounts, for all periods up to and through the Closing Date in full and complete compliance with the tax withholding, deposit and payment provisions of applicable federal, state and local laws. Each of the Companies has filed all federal, state and local, as well as other including estimated returns and reports that were required of every kind with respect to be Taxes, which are due to have been filed for all periods for which returns were due up to and through by the Closing Date, Company and each of the Companies has made timely payments of all governmental taxesSubsidiary in accordance with any applicable law, levies, duties, license have been duly filed and registration fees, charges or withholdings of any nature whatsoever ("Taxes") shown to be due and payable in respect of such returns and reports. To the knowledge of each of the Companies and the Shareholders, all such returns are true, correct and complete in all material respects respects; (ii) all Taxes, deposits or other payments for which the Company or any Subsidiary has any liability, including, without limitation any Taxes due under Section 1374 of the Code, through the date hereof (whether or not shown on a return), have been paid in full or are accrued as liabilities for Taxes on the books and records of the Company in all material respects; (iii) the amounts so paid on or before the date hereof, together with any amounts accrued as liabilities for Taxes (whether accrued as currently payable or deferred Taxes) on the books of the Company and reflected in the 1997 Balance Sheet will be adequate to satisfy all liabilities for Taxes of the Company and the Subsidiaries in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (iv) with respect to the Company and each Subsidiary, there are not now any extensions of time in effect with respect to the dates on which any returns or reports of Taxes were or are due to be filed; (v) all deficiencies asserted as a result of any examination of any return or report of Taxes of the Company or any Subsidiary have been paid in full, accrued on the books of the Company, or finally settled, and no penalties or interest will be asserted issue has been raised in any such examination which, by any taxing authority arising out of a late payment of Taxes. Except as disclosed on Schedule 2.11, none application of the Companies owes any same or similar principles, reasonably could be expected to result in a proposed deficiency for any Taxesother period not so examined; (vi) no claims have been asserted and, and to the knowledge of the ShareholdersCompany and Sellers, no tax returns proposals or deficiencies for any Taxes are presently under audit being asserted against the Company or examination by any federalSubsidiary, state proposed or local tax authoritythreatened, and no adjustments audit or investigation of any return or report of Taxes is currently underway, pending or, to the knowledge of the Company and Sellers, threatened; (vii) there are no outstanding waivers or agreements by Sellers, the Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other matter pending between the Company or any Subsidiary and any taxing authority; (viii) there are no liens for Taxes upon any property or assets of the Company or any Subsidiary except liens for current Taxes not yet due, nor are there any liens which, to the Company's knowledge, are pending or threatened; (ix) to the knowledge of the Company and Sellers, there are no facts which exist or have existed which would constitute meritorious grounds for the assessment of any Taxes against the Company or any Subsidiary with respect to the periods which have not been proposed or asserted audited by the Internal Revenue Service or any other agency in respect of any liability for Taxes arising out of or relating to such returns. Except as disclosed on Schedule 2.11taxing authorities, with respect to all prior audits or examinations (x) none of the Companies, no adjustments have been agreed upon which would adversely effect the future tax liability of the Companies. None of the Companies Company and its Subsidiaries is a participant in or the subject of any pending, or to the knowledge of the Shareholders, proposed or threatened proceeding, negotiation or settlement in respect of any Taxes. Except as disclosed on Schedule 2.11, prior to Closing, each of the Companies will have paid to all taxing authorities all assessed Taxes and tax-related liabilities and claims due and payable prior to Closing and will have no existing, continuing or future liability or obligation in respect of assessed Taxes party to any entity Tax allocation or authority, whether or not accrued, asserted or contingent, with the sole exception of Taxes which accrued or will accrue on or after January 1, 1998. GSS filed an election to be taxed under Subchapter S of the Code, effective February 1, 1995, and Five Star filed an election to be taxed under Subchapter S of the Code, effective September 1, 1995 (collectively, the "S Elections"). Since the effective date of the S Elections and through the day immediately prior to the Closing Date, to the knowledge of the Shareholders, each of GSS and Five Star have satisfied all conditions necessary to be qualified as S corporations under the Code.sharing agreement; and
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Tax Returns and Liabilities. Except as set forth on Schedule 2.11, proper and accurate amounts have been and will be withheld by each of the Companies from its respective employees and properly deposited in appropriate accounts, for all periods up to and through the Closing Date in full and complete compliance with the tax withholding, deposit and payment provisions of applicable federal, state and local laws. (A) Each of the Companies Company, its Subsidiaries and the Venture has filed all federal, state Tax Returns and local, as well as other returns and reports that were Reports which it is required to be filed for all periods for which returns were due up to and through the Closing Datefile (taking into account any applicable filing extensions), and each of the Companies has made timely payments of all governmental taxes, levies, duties, license and registration fees, charges or withholdings of any nature whatsoever ("Taxes"B) shown to be due and payable in respect of such returns and reports. To the knowledge of each of the Companies and the Shareholders, all such returns Tax Returns and Reports are true, correct and complete in all material respects and no penalties or interest will be asserted by any taxing authority arising out of a late payment of Taxes. Except as disclosed on Schedule 2.11respects, none (C) each of the Companies owes any deficiency for any TaxesCompany, its Subsidiaries and the Venture has paid (or the Company has paid on its behalf) all Taxes shown on such Tax Returns and Reports as required to be paid by it, and to (D) the knowledge Financial Statements and the Venture Financial Statements reflect adequate accruals, for all material Taxes payable by the Company, its Subsidiaries and the Venture for all taxable periods and portions thereof through the Most Recent Fiscal Period End and the general ledgers, which have been prepared in a manner consistent with prior practices, of the ShareholdersCompany, no its Subsidiaries and the Venture reflect adequate accruals for all material Taxes that have accrued thereafter. True, correct and complete copies of the federal tax returns are presently under audit for the Company and the Venture for the taxable years 1994, 1995 and 1996 have been delivered or examination by any federal, state or local tax authoritymade available to representatives of the Buyer, and no adjustments have deficiencies for any Taxes have, to the Knowledge of the Company, been proposed proposed, asserted or asserted assessed against the Company, any of its Subsidiaries or the Venture, and no requests for waivers of the time to assess any such Taxes are pending.
(ii) The Company (A) for all taxable years commencing with the taxable year ended December 31, 1989 through December 31, 1997 has been organized in conformity with the requirements for qualification as a real estate investment trust (a "REIT") (within the meaning of the Code) under the Code, has been subject to taxation as a REIT and has satisfied all requirements to qualify as a REIT for such years, (B) has operated, and intends to continue to operate, in such a manner as to qualify as a REIT for the taxable period through and including the Closing Date and (C) has not taken or omitted to take any action which would reasonably be expected to result in a challenge to its status as a REIT and no such challenge is pending or, to the Knowledge of the Company, threatened. Each Person which is a partnership, joint venture or limited liability company and in which the Company, any of its Subsidiaries or the Venture owns (either directly or together with any of the Company's Subsidiaries) 5% or more of the equity interests has been since its formation and continues to be for federal income tax purposes a partnership and not a corporation or an association taxable as a corporation. Each Subsidiary with respect to which all of the outstanding capital stock is owned solely by the Company (or solely by any of its Subsidiaries that is a corporation wholly owned by the Company) is a "qualified REIT subsidiary," as defined in Section 856(i) of the Code. Neither the Company nor any of its Subsidiaries holds any asset that is subject to a consent filed pursuant to Section 341(f) of the Code and the regulations thereunder. None of the Company, any of its Subsidiaries or the Venture owns 5% or more of the stock of any corporation which is not a "qualified REIT subsidiary" as defined in Section 856(i) of the Code.
(iii) The Venture has been since its formation and continues to be for federal income tax purposes a partnership and not a corporation or an association taxable as a corporation.
(iv) None of the Company or its Subsidiaries has been at any time a member of a consolidated, combined or unitary group for federal, state, local or foreign tax purposes.
(v) None of the Company, its Subsidiaries or the Venture is bound by any private letter ruling or closing agreement with the Internal Revenue Service or any other agency in respect of any liability for Taxes arising out of or relating to such returns. Except as disclosed on Schedule 2.11, with respect to all prior audits or examinations of the Companies, no adjustments have been agreed upon which would adversely effect the future tax liability of the Companies. None of the Companies is a participant in or the subject of any pending, or to the knowledge of the Shareholders, proposed or threatened proceeding, negotiation or settlement in respect of any Taxes. Except as disclosed on Schedule 2.11, prior to Closing, each of the Companies will have paid to all taxing authorities all assessed Taxes and tax-related liabilities and claims due and payable prior to Closing and will have no existing, continuing or future liability or obligation in respect of assessed Taxes to any entity or authority, whether and no applications or not accrued, asserted requests for such rulings or contingent, with the sole exception of Taxes which accrued or will accrue on or after January 1, 1998. GSS filed an election to be taxed under Subchapter S of the Code, effective February 1, 1995, and Five Star filed an election to be taxed under Subchapter S of the Code, effective September 1, 1995 (collectively, the "S Elections"). Since the effective date of the S Elections and through the day immediately prior to the Closing Date, to the knowledge of the Shareholders, each of GSS and Five Star have satisfied all conditions necessary to be qualified as S corporations under the Codeclosing agreements are outstanding.
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Tax Returns and Liabilities. Except as set forth (a) Maui Fresh and the LLC have filed, on Schedule 2.11a timely basis, proper all tax returns and accurate estimates for all years and periods for which such tax returns and estimates were due, and all such returns and estimates were prepared in the manner required by applicable law. Each such tax return properly reflected, and did not understate, the income, the taxable income and the liability for taxes of Maui Fresh or the LLC in the relevant taxation period covered by the tax return. Maui Fresh and the LLC have paid in full all taxes that are (or were) due and payable by them, and Maui Fresh and the LLC have properly accrued all taxes payable by them and reflected such accrued taxes on the appropriate balance sheets. Neither Maui Fresh nor the LLC has ever received written notice from any authority in a jurisdiction where it does not currently file tax returns to the effect that it is or may be subject to taxation by that jurisdiction.
(b) Each of Maui Fresh and the LLC has withheld amounts have been and will be withheld by each of the Companies from its respective employees and properly deposited in appropriate accounts, for all periods up to and through the Closing Date in full and complete compliance with the tax withholding, deposit and payment withholding provisions of applicable federal, state and local lawslaw. Each of Maui Fresh and the Companies LLC has filed all federal, state and local, as well as other tax returns and reports that were required to be filed for all years and periods for which any such tax returns and reports were due up with respect to employee income tax withholding and through the Closing Datesocial security and unemployment taxes, and all such tax returns and reports were prepared in the manner required by applicable law. All payments due from each of Maui Fresh and the Companies has made timely payments of all governmental taxes, levies, duties, license and registration fees, charges or withholdings of any nature whatsoever ("Taxes") LLC as shown to be due and payable in respect of on such tax returns and reports. To the knowledge reports on account of each of the Companies employee income tax withholding or social security and the Shareholdersunemployment taxes have been paid.
(c) In this Agreement, all such returns are true, correct and complete in all material respects and no penalties or interest will be asserted by any taxing authority arising out of a late payment of Taxes. Except as disclosed on Schedule 2.11, none of the Companies owes any deficiency for any Taxes, and to the knowledge of the Shareholders, no tax returns are presently under audit or examination by (i) "TAX" means any federal, state state, local or local foreign income, gross receipts, license, payroll, unemployment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including, without limitation, taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), employment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative, add-on minimum or estimated tax authorityor other tax, and no adjustments have been proposed assessment or asserted by the Internal Revenue Service or any other agency in respect charge of any liability for Taxes arising out of kind whatsoever, including, without limitation, any interest, fine, penalty or relating to such returns. Except as disclosed on Schedule 2.11, with respect to all prior audits or examinations of the Companies, no adjustments have been agreed upon which would adversely effect the future tax liability of the Companies. None of the Companies is a participant in or the subject of any pending, or to the knowledge of the Shareholders, proposed or threatened proceeding, negotiation or settlement in respect of any Taxes. Except as disclosed on Schedule 2.11, prior to Closing, each of the Companies will have paid to all taxing authorities all assessed Taxes and tax-related liabilities and claims due and payable prior to Closing and will have no existing, continuing or future liability or obligation in respect of assessed Taxes to any entity or authorityaddition thereto, whether or not accrued, asserted or contingent, with the sole exception of Taxes which accrued or will accrue on or after January 1, 1998. GSS filed an election to be taxed under Subchapter S of the Code, effective February 1, 1995disputed, and Five Star filed an election (ii) "TAX RETURN" means any return, declaration, report, claim for refund or information or statement relating to be taxed under Subchapter S of the Codetaxes and any exhibit, effective September 1schedule, 1995 (collectively, the "S Elections"). Since the effective date of the S Elections and through the day immediately prior to the Closing Date, to the knowledge of the Shareholders, each of GSS and Five Star have satisfied all conditions necessary to be qualified as S corporations under the Codeattachment or amendment thereto.
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