Common use of Tax Returns and Tax Reports Clause in Contracts

Tax Returns and Tax Reports. (a) Except as set forth on Schedule 3.17, all federal, state and ------------- local tax returns and tax reports required to be filed by CVI have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, and CVI has not requested any extension of time within which to file any such returns or reports which have not been filed within such extension of time. All federal, state and local income, profits, franchise, withholding and sales, use, occupation, property, excise and other taxes (including interest and penalties) due from CVI in accordance with such returns and reports have been fully paid. Each item reflected on each of CVI's federal tax returns is complete, accurate and correct in all respects. (b) Except as set forth on Schedule 3.17: (i) no issues have been ------------- asserted by the Internal Revenue Service or any other taxing authority in connection with an examination of any of the returns and reports referred to in Section 3.17(a) which might, if determined adversely to CVI, materially adversely affect the financial condition or business of CVI; and (ii) no waivers of statutes of limitation with respect to taxes have been given with respect to CVI. The federal income tax returns and information reports of CVI have been examined by the Internal Revenue Service for the period or periods set forth in Schedule 3.17, which lists all revenue agent reports issued in connection with ------------- audits of CVI. All deficiencies asserted or assessments made as a result of examinations by the Internal Revenue Service or by appropriate state tax authorities have been fully paid or adequately reflected on either the Financial Statements, the Interim Financial Statements or on Schedule 3.17. ------------- (c) Schedule 3.17 accurately reflects all currently proposed ------------- adjustments to the taxable income of CVI for the years ended December 31, 1991 through December 31, 1995. (d) CVI is not a party to or bound by, and has no obligation under, any tax sharing or similar agreement, except for obligations provided by law arising out of the filing of a consolidated federal income tax return or any consolidated, unitary or combined state or local tax return or report of CVI. (e) CVI has not consented and will not consent to have the provisions of Section 341(f)(2) of the Code (or equivalent state law provisions) apply to it and CVI has not agreed to, and has not been requested to make, any adjustment under Section 481(c) of the Code by reason of a change in accounting method or otherwise.

Appears in 1 contract

Samples: Exchange Agreement (Ixl Enterprises Inc)

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Tax Returns and Tax Reports. (a) Except as set forth on Schedule 3.173.18, all federal, state and ------------- local tax returns and tax reports required to be filed by CVI IXL have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, and CVI IXL has not requested any extension of time within which to file any such returns or reports which have not been filed within such extension of time. All federal, state and local income, profits, franchise, withholding and sales, use, occupation, property, excise and other taxes (including interest and penalties) due from CVI IXL in accordance with such returns and reports have been fully paid. Each item reflected on each of CVIIXL's federal tax returns is complete, accurate and correct in all respects. (b) Except as set forth on Schedule 3.173.18: (i) no issues have been ------------- asserted by the Internal Revenue Service or any other taxing authority in connection with an examination of any of the returns and reports referred to in Section 3.17(a3.18(a) which might, if determined adversely to CVIIXL, materially adversely affect the financial condition or business of CVIIXL; and (ii) no waivers of statutes of limitation with respect to taxes have been given with respect to CVIIXL. The federal income tax returns and information reports of CVI IXL have been examined by the Internal Revenue Service for the period or periods set forth in Schedule 3.17-------- 3.18, which lists all revenue agent reports issued in connection with ------------- audits of CVI---- IXL. All deficiencies asserted or assessments made as a result of examinations by the Internal Revenue Service or by appropriate state tax authorities have been fully paid or adequately reflected on either the Financial Statements, the Interim Financial Statements or on Schedule 3.173.18. ------------- (c) Schedule 3.17 3.18 accurately reflects all currently proposed ------------- adjustments to the taxable income of CVI IXL for the years ended December 31, 1991 through December 31, 1995. (d) CVI IXL is not a party to or bound by, and has no obligation under, any tax sharing or similar agreement, except for obligations provided by law arising out of the filing of a consolidated federal income tax return or any consolidated, unitary or combined state or local tax return or report of CVIIXL. (e) CVI IXL has not consented and will not consent to have the provisions of Section 341(f)(2) of the Code (or equivalent state law provisions) apply to it and CVI IXL has not agreed to, and has not been requested to make, any adjustment under Section 481(c) of the Code by reason of a change in accounting method or otherwise.

Appears in 1 contract

Samples: Exchange Agreement (Ixl Enterprises Inc)

Tax Returns and Tax Reports. (a) Except as set forth on Schedule 3.17, all federal, state and ------------- local tax returns and tax reports required to be filed by CVI CVL have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, and CVI CVL has not requested any extension of time within which to file any such returns or reports which have not been filed within such extension of time. All federal, state and local income, profits, franchise, withholding and sales, use, occupation, property, excise and other taxes (including interest and penalties) due from CVI CVL in accordance with such returns and reports have been fully paid. Each item reflected on each of CVICVL's federal tax returns is complete, accurate and correct in all respects. (b) Except as set forth on Schedule 3.17: (i) no issues have been ------------- asserted by the Internal Revenue Service or any other taxing authority in connection with an examination of any of the returns and reports referred to in Section 3.17(a) which might, if determined adversely to CVICVL, materially adversely affect the financial condition or business of CVICVL; and (ii) no waivers of statutes of limitation with respect to taxes have been given with respect to CVICVL. The federal income tax returns and information reports of CVI CVL have been examined by the Internal Revenue Service for the period or periods set forth in Schedule -------- 3.17, which lists all revenue agent reports issued in connection with ------------- audits of CVI---- CVL. All deficiencies asserted or assessments made as a result of examinations by the Internal Revenue Service or by appropriate state tax authorities have been fully paid or adequately reflected on either the Financial Statements, the Interim Financial Statements or on Schedule 3.17. ------------- (c) Schedule 3.17 accurately reflects all currently proposed ------------- adjustments to the taxable income of CVI CVL for the years ended December 31, 1991 through December 31, 1995. (d) CVI CVL is not a party to or bound by, and has no obligation under, any tax sharing or similar agreement, except for obligations provided by law arising out of the filing of a consolidated federal income tax return or any consolidated, unitary or combined state or local tax return or report of CVICVL. (e) CVI CVL has not consented and will not consent to have the provisions of Section 341(f)(2) of the Code (or equivalent state law provisions) apply to it and CVI CVL has not agreed to, and has not been requested to make, any adjustment under Section 481(c) of the Code by reason of a change in accounting method or otherwise.

Appears in 1 contract

Samples: Exchange Agreement (Ixl Enterprises Inc)

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Tax Returns and Tax Reports. (a) Except as set forth on Schedule 3.173.16, all federal, state and ------------- local tax returns and tax reports required to be filed by CVI ETV have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, and CVI ETV has not requested any extension of time within which to file any such returns or reports which have not been filed within such extension of time. All federal, state and local income, profits, franchise, withholding and sales, use, occupation, property, excise and other taxes (including interest and penalties) due from CVI ETV in accordance with such returns and reports have been fully paid. Each item reflected on each of CVIETV's federal tax returns is complete, accurate and correct in all respects. (b) Except as set forth on Schedule 3.173.16: (i) no issues have been ------------- asserted by the Internal Revenue Service or any other taxing authority in connection with an examination of any of the returns and reports referred to in Section 3.17(a3.16(a) which might, if determined adversely to CVIETV, materially adversely affect the financial condition or business of CVIETV; and (ii) no waivers of statutes of limitation with respect to taxes have been given with respect to CVIETV. The federal income tax returns and information reports of CVI ETV have been examined by the Internal Revenue Service for the period or periods set forth in Schedule 3.173.16, which lists all revenue agent reports issued in connection with ------------- audits of CVIETV. All deficiencies asserted or assessments made as a result of examinations by the Internal Revenue Service or by appropriate state tax authorities have been fully paid or adequately reflected on either the Financial Statements, the Interim Financial Statements or on Schedule 3.173.16. ------------- (c) Schedule 3.17 3.16 accurately reflects all currently proposed ------------- adjustments to the taxable income of CVI ETV for the years ended December 31, 1991 through December 31, 1995. (d) CVI ETV is not a party to or bound by, and has no obligation under, any tax sharing or similar agreement, except for obligations provided by law arising out of the filing of a consolidated federal income tax return or any consolidated, unitary or combined state or local tax return or report of CVIETV. (e) CVI ETV has not consented and will not consent to have the provisions of Section 341(f)(2) of the Code (or equivalent state law provisions) apply to it and CVI ETV has not agreed to, and has not been requested to make, any adjustment under Section 481(c) of the Code by reason of a change in accounting method or otherwise.

Appears in 1 contract

Samples: Exchange Agreement (Ixl Enterprises Inc)

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