Common use of Tax Returns and Tax Liabilities Clause in Contracts

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. Except as set forth in Schedule 3.243.23, FHVHC and LLC have or where the failure will not result in an Ad-Vantage Material Adverse Effect, Ad-Vantage has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject (timely filed extensions therefor)subject, (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Target Ad-Vantage 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 Ad-Vantage 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. Except as set forth in Schedule 3.24, FHVHC Each of Parent and LLC have Sub has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject (timely filed extensions therefor)subject, (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Target Parent 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 Execution Date 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 Parent or Sub 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 ParentExecution Date.