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.
(b) There are no audits pending or, to the knowledge of the Corporation and the Stockholder, threatened, with respect to any foreign, federal, state, or local tax returns of the Corporation, and no waivers of statutes of limitations have been given or requested with respect to any tax years or tax filings of the Corporation. No presently pending assessments of tax deficiencies have been made against the Corporation or with respect to its income, receipts or net worth, and no extensions of time are in effect for the assessment of deficiencies against the Corporation. The Corporation has not received n...
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.
(b) Seller and the Company have made adequate accruals for the payment of all Taxes payable in respect of the periods starting with the Cutoff Date and ending prior to the date hereof and any period subsequent to the last period for which such Taxes were paid, and, to the knowledge of Seller, the Company has no liability for such Taxes in excess of the amounts so paid or accruals so made.
(c) There are no Liens for Taxes with respect to the assets of the Company (except for statutory Encumbrances for current Taxes not yet due).
(d) Neither Seller nor the Company is a party to any pending Action by any Governmental Authority nor, to the knowledge of Seller, is any Action threatened or contemplated by any Governmental Authority, for assessment or collection of Taxes or any other governmental charges with respect to the Company or its assets, and no claim for assessment or collection of Taxes or any other governmental charges has been asserted against either Seller or the Company with respect to the Company or its assets, nor, to the knowledge of Seller, is the assertion of any such Action pending or contemplated nor, to the knowledge of Seller, is there any basis for any such Action with respect to the period beginning as of the Cutoff Date. To the knowledge of Seller, since the Cutoff Date, there has been no adverse reports prepared by any agent of the IRS with respect to any Tax matter involving with respect to the Company or its assets.
(e) Each of Seller and the Company is not and, since the Cutoff Date, has not been required to file any Tax Returns with, or pay any Taxes to, any foreign countries or political subdivisions thereof with respect to the Company or its assets. Neither Seller nor the Company has in effect any powers of attorney with respect to any Tax matters involving the Company or its as...
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) 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 (“Tax” or “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.
(b) Seller has made adequate accruals for the payment of all Taxes payable in respect of the period subsequent to the last period for which such taxes were paid, and Seller has no liability for such taxes in excess of the amounts so paid or accruals so made.
(c) Seller is not a party to any pending action or proceeding, nor is any action or proceeding threatened or contemplated by any governmental authority for assessment or collection of Taxes or any other governmental charges, and no claim for assessment or collection of Taxes or any other governmental charges has been asserted against Seller, nor is the assertion of any such claim pending.
Tax Returns and Tax Audits. (a) The Seller has, to the date hereof, filed all federal, state and local tax reports and tax returns required to be filed by the Seller, and the Seller has paid all taxes, assessments and other impositions with respect to the Seller and its income as and to the extent required by applicable federal, state and local law. All taxes and other assessments and levies which the Seller is 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 hereof. There are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Seller. The Seller will, from time to time from and after the date hereof, provide to the Buyer and its representatives, upon request therefor, copies of any and all tax reports and/or tax returns heretofore filed by the Seller.
(b) There are no audits pending with respect to any federal, state or local tax reports or tax returns of the Seller, and no waiver of statutes of limitations have been given or requested with respect to any tax years or tax filings of the Seller.
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.
(b) Seller has made adequate accruals for the payment of all Taxes payable in respect of the period subsequent to the last period for which such Taxes were paid, and, to the Knowledge of Seller, Seller has no liability for such Taxes in excess of the amounts so paid or accruals so made.
(c) Seller is not a party to any pending action or proceeding, nor, to the Knowledge of Seller, is any action or proceeding threatened or contemplated by any governmental authority for assessment or collection of Taxes or any other governmental charges, and no claim for assessment or collection of Taxes or any other governmental charges has been asserted against Seller, nor, to the Knowledge of Seller, is there any basis for any such claim.
(d) Seller has complied with all applicable laws relating to the withholding of Taxes and has, within the time and within the manner prescribed by law, withheld and paid over to the proper taxing authorities all amounts required to be withheld and paid over under all applicable laws in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, member and any other third party.
Tax Returns and Tax Audits. (a) The Companies have fulfilled all applicable requirements for the filing of tax and information returns and tax reports with all Governmental agencies. All returns and reports of income have been prepared on a basis consistent with previous years' returns or reports. Seller has delivered accurate copies of all Federal income tax returns for years ended after December 31, 1990 to Buyer. Except as disclosed in Schedule 3.9(a), all income, profits, franchise, sales, use, occupation, property, severance, excise, ad valorem, employment, and other taxes imposed by Federal, State, local or foreign governments, and all interest, penalties, assessments and deficiencies due or claimed by any taxing authority with respect to the foregoing have been fully paid, or, in the case of amounts not yet due, adequately provided for by the Companies.
(b) Except as disclosed in Schedule 3.9(b), the Baseline Balance Sheet includes adequate accruals for the payment of all income, profits, franchise, sales, use, occupation, property, severance, excise, ad valorem, employment, and other taxes imposed by Federal, State, local or foreign governments for the periods to which they relate, and the Companies do not have any liability for any such taxes in excess of the amounts reflected on such Baseline Balance Sheet. Neither Company is subject to any liability for state combined income tax liabilities by reason of the affiliation between Oasis, Oasis Finance, and Seller.
(c) Schedule 3.9(c)(i) discloses all open examinations of the Companies for taxes for past periods by any Federal, State, local or foreign governmental authority. Schedule 3.9(c)(ii) discloses all extensions of any statute of limitations on the assessment or collection of any tax that either Company has agreed to and all powers of attorney with respect to tax matters that either Company has in effect.
(d) Except as disclosed in Schedule 3.9(d), neither Company is a party to any pending action or proceeding relating to any tax or other governmental charge, no written claim for assessment or collection of taxes or any other governmental charges has been asserted against either Company, and no action or proceeding is, to the Knowledge of Seller, threatened against either Company by any Governmental authority for assessment or collection of any tax or other governmental charge.
(e) Neither Company has been required to file tax returns or pay taxes to any foreign government or to any state or local government outside of t...
Tax Returns and Tax Audits. All federal, state, local, franchise, sales, use, employment, occupation, property, withholding, FICA, FUTA, excise and other taxes ("Taxes"), if any, which are due from Seller for periods prior to the Effective Date (regardless of whether reflected on Tax Returns, as defined below, filed by Seller) with respect to which a statute of limitations has not barred the assessment of deficiencies, have been fully paid or adequately reserved for by Seller, and all tax returns and tax reports ("Tax Returns") required to be filed by Seller have been filed in a timely manner with the appropriate governmental agencies, or written extensions therefore from an agency with authority to grant such extensions have been obtained. A list of any and all Tax Returns with respect to which an extension has been filed or obtained is set forth in Schedule 7.14.
Tax Returns and Tax Audits. (a) CCC, to the best of its knowledge and belief, has filed with all appropriate governmental agencies all tax or information returns and tax reports required to be filed prior to Closing and has paid all federal, state and local income, franchise, sales, property, excise, ad valorem, employment (including applicable deposits of withholdings for FICA, FUTA, and other required federal, state or municipal withholdings) or other taxes reflected on such returns, 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 CCC have been requested that are currently effective.
(b) CCC is not a party to any pending or threatened action or proceeding by any governmental taxing authority for assessment or collection of taxes, and no claim for assessment or collection of taxes has been asserted against CCC. CCC is not involved with or aware of any pending audit or examination by any governmental taxing authority for assessment or collection of taxes.
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.
(b) Except as set forth on Schedule 4.9, Seller is not a party to any pending or threatened action or proceeding by any governmental taxing authority for assessment or collection of taxes, and no claim for assessment or collection of taxes has been asserted against Seller. Seller is not subject to any pending audit or examination by any governmental taxing authority for assessment or collection of taxes.
