Tax Returns and Tax Liabilities. Except as set forth in Schedule 3.24, Company has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Company from other persons, such as sales taxes, payroll taxes, etc., (iii) either timely paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Company with respect to all periods up to and including the date hereof.
Tax Returns and Tax Liabilities. Except as set forth in Schedule 4.13, each of Parent and Merger Subsidiary has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Parent from other persons, such as sales taxes, payroll taxes, etc., (iii) either paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, and (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested. The amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Parent or Merger Subsidiary with respect to all periods up to and including the date hereof.
Tax Returns and Tax Liabilities. Except as set forth in Schedule 3.24, FHVHC and LLC have (i) filed all tax returns required to be filed in any jurisdiction to which it is subject (timely filed extensions therefor), (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Target from other persons, such as sales taxes, payroll taxes, etc., (iii) either timely paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Target with respect to all periods up to and including the date hereof. Any tax liabilities of Target that are not identified by Target and are not explicitly assumed by Parent in connection with the Acquired Assets are being retained by Target and shall not be deemed transferred to Sub or Parent.
Tax Returns and Tax Liabilities. (a) Seller has timely filed all Tax Returns that it was required to file (including, without limitation, all real and personal property, informational, franchise and withholding Taxes and other Returns); all such Tax Returns were correct and complete in all respects and based on the applicable measure of Seller's operations or Assets during the period in question; and true and correct copies of all such Tax Returns are included in Seller's files.
(b) All Taxes owed by Seller (whether or not shown or required to be shown on any Tax Return) have been paid. Seller is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are not liens on any of the assets of Seller that arose in connection with any failure (or alleged failure) to pay any Tax.
(c) Seller has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, an all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.
(d) Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
(e) None of the Assumed Liabilities is an obligation to make a payment that is not deductible under Code Section 280G. Seller is not a party to any Tax allocation or sharing agreement. Seller (i) has not been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was Seller) and (ii) has no liability for the Taxes of any Person under Treas. Reg.
Section 1. 1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise.
Tax Returns and Tax Liabilities. Each party has filed all tax returns required to be filed prior to the date hereof, and has paid in full, or made provisions in the financial statements described in Section 2(e) for the payment of, all taxes due thereon. There are no pending audits, assessments or deficiencies, and each party has not executed or agreed to execute any waivers or extensions of statutes of limitations with respect to any such taxes.
Tax Returns and Tax Liabilities. Passport has filed (or caused to be filed), or shall file (or cause to be filed), or has obtained, or shall obtain, extensions to file, all federal, state and local Tax Returns which are required to be filed by it, and has paid (or caused to be paid) or has obtained extensions to pay, all Taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year ending on the Closing Date. All material Tax Liabilities of Passport have been adequately provided for on its books, and no Tax deficiency or Liability of Passport has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for Taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. Such Tax Returns of Passport are true, accurate and complete in all material respects. No other Taxes are due and owing on the part of Passport.
Tax Returns and Tax Liabilities. The representations and warranties in this Section 4.16 are true and correct except as disclosed on Schedule 4.16 attached hereto.
4.16.1 Each of the Companies has timely filed all United States Federal income and all other material Tax Returns that it was required to file; all such Tax Returns were correct and complete in all material respects and based on the applicable measure of such Company’s operations during the period in question; and true and correct copies of all such Tax Returns are included in each of the Companies’ files.
4.16.2 Each of the Companies has timely paid or caused to be paid as of the date hereof all Taxes due and payable by the Companies. No Company is currently the beneficiary of any extension of time within which to file any Tax Return. No written claim has ever been made by an authority in a jurisdiction in which a Company does not file a Tax Return that such Company is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets of any of the Companies that arose in connection with any failure (or alleged failure) to pay any Tax.
4.16.3 No Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any Company. None of the Companies has received from any foreign, federal, state, or local taxing authority (including jurisdictions where none of the Companies has filed Tax Returns) any written (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against any Company. Schedule 4.16.3 attached hereto lists all federal, state, local, and foreign income Tax Returns filed with respect to the Companies for taxable periods ended on or after December 31, 1998, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Seller has made available to the Buyer correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Companies filed or received since December 31, 1998.
4.16.4 No Company is a party to any Tax allocation or sharing agreement. No Com...
Tax Returns and Tax Liabilities. Each of the Offerors and each Subsidiary has filed or caused to be filed, or has properly filed extensions for, all foreign, federal, state and local income, value added and franchise tax returns and has paid all taxes and assessments shown thereon as due, except for such taxes and assessments as are disclosed or adequately reserved against and that are being contested in good faith by appropriate proceedings, promptly instituted and diligently conducted. All material tax liabilities are adequately provided for on the books of such Offeror or Subsidiary, and there is no material tax deficiency that has been or might be asserted against any of them that is not so provided for.
Tax Returns and Tax Liabilities. (a) The Acquired Companies have timely filed all Tax Returns that they were required to file (including, without limitation, all real and personal property, informational, franchise and withholding Taxes and other Tax Returns) relating to the Managed Vision Business; all such Tax Returns were correct and complete in all material respects and based on the applicable measure of the Acquired Companies’ operations during the period in question. True and correct copies of all such Tax Returns are included in the Acquired Companies’ files. As used herein, “timely filed” shall mean the later of the original due date or the date required by any extension of time.
Tax Returns and Tax Liabilities. The Fund has filed, all Federal, state and local tax returns which were or are required to be filed by it, and has paid all taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of the Fund have been adequately provided for on its books, and no tax deficiency or liability of the Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. Such tax returns of the Fund are true, accurate and complete in all material respects.
