Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 annexed hereto: (i) on the date hereof, all foreign, federal, state, and local tax returns and tax reports required to be filed by the Corporation on or before the date of this Agreement have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, and local income, franchise, sales, use, property, excise, and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the Corporation as of the date hereof have been fully paid, and appropriate accruals shall have been made on the Corporation's books for taxes not yet due and payable; (iii) as of the date hereof, all taxes and other assessments and levies which the Corporation is required by law to withhold or to collect on or before the date hereof have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereof; (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Corporation, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the Corporation's assets. At and after the Closing Date, the Corporation will have no liability for any foreign, federal, state, or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in Schedule 4.8, if any.
Tax Returns and Tax Audits. (a) Seller and the Company have timely filed with all appropriate Governmental Authorities all Tax Returns required to be filed by or with respect to the Company or its assets for all years and periods starting with the Cutoff Date for which such Tax Returns have become due. All such Tax Returns are correct and complete in all material respects. All such Tax Returns that are based on income have been prepared on the same basis as those of previous years; and, since the Cutoff Date, all Taxes of Seller and the Company (whether or not shown to be due on any Tax Returns) have been fully paid prior to the date on which such Taxes would otherwise be delinquent.
Tax Returns and Tax Audits. Seller has filed with the appropriate governmental agencies all required tax returns and tax reports relating to the Properties. Seller has paid all taxes, assessments, fees, and other governmental charges levied upon him relating to the Properties, other than those not yet due and payable or delinquent.
Tax Returns and Tax Audits. (a) Except as disclosed in Schedule 5.14, the Operating Company, Stellar Propane and Star/Petro have filed with all appropriate Governmental Authorities all tax or information returns and tax reports required to be filed (collectively, “Tax Returns”). All Tax Returns as are based on income have been prepared on the same basis as those of previous years; and all federal, state, foreign and local income, profits, franchise, sales, use, occupation, property, excise, ad valorem, employment or other taxes (“Tax” or “Taxes”) of the Operating Company, Stellar Propane and Star/Petro and all interest, penalties, assessments or deficiencies claimed to be due by any such taxing authority with respect to the foregoing have been fully paid. All Tax Returns of the Operating Company, Stellar Propane and Star/Petro are accurate and complete in all material respects.
Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8(a) annexed hereto, to the best of Sellers’ and Member’s knowledge: (i) all federal, state and local tax returns and tax reports required to be filed by Sellers on or before the date of this Agreement have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, or a proper extension therefore has been timely filed; (ii) all federal, state and local income, franchise, sales, use, property, excise, unemployment, payroll withholding and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to Sellers as of the date of this Agreement have been fully paid; (iii) all taxes and other assessments and levies which Sellers are required by law to withhold or to collect have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable on or before the date of this Agreement; and (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to the Business for any taxable period of Sellers.
Tax Returns and Tax Audits. (a) SELLER has filed with all appropriate governmental agencies all tax or information returns and tax reports required to be filed. All such returns and reports as are based on income have been prepared on the same basis as those of previous years; and all federal, state, foreign and local income, profits, franchise, sales, use, occupation, property, excise, ad valorem, ---------- employment or other taxes of SELLER, and all interest, penalties, assessments or deficiencies claimed to be due by any such taxing authority with respect to the foregoing have been fully paid.
Tax Returns and Tax Audits. (a) Except as described on Schedule 3.14 hereto, IPCH and each of its ------------- Subsidiaries has filed with all appropriate governmental agencies all Tax or information returns and Tax reports required to be filed. All such returns and reports as are based on income have been prepared on the same basis as those of previous years; and all federal, state, foreign and local income, profits, franchise, sales, use, occupation, property, excise, ad -- valorem, employment or other taxes ("Tax" or "Taxes") of IPCH and each of ------- its Subsidiaries, together with all interest, penalties, assessments or deficiencies claimed to be due by any such taxing authority with respect to the foregoing have been fully paid or adequately reserved for in accordance with GAAP in the IPCH financial statements.
Tax Returns and Tax Audits. (a) Seller has timely filed with all appropriate governmental agencies all Tax or information returns and Tax reports required to be filed. All such returns and reports were correct and complete and were prepared in accordance with applicable laws and regulations; and all Taxes of Seller, and all interest, penalties, assessments or deficiencies claimed to be due by any such taxing authority with respect to the foregoing, regardless of whether reflected on such returns, have been fully paid.
Tax Returns and Tax Audits. (a) Except as set forth on Schedule 4.9, Seller has filed with all appropriate governmental agencies all tax or information returns and tax reports required to be filed and has paid all federal, state and local income, franchise, sales, property, excise, ad valorem, employment (including applicable withholdings for FICA, FUTA, and other required federal, state or municipal withholdings) or other taxes, and all interest, penalties, assessments or deficiencies claimed to be due by any such taxing authority for all periods prior to the current taxable period. No extensions of time to file any tax returns of Seller have been requested that are currently effective.
Tax Returns and Tax Audits. (a) Since inception in November 1996, the Company has elected to be taxed as an electing small business (Subchapter S) corporation under the provisions of Section 1371 et. seq., of the Internal Revenue Code of 1986, as amended (the "Code").
