Tax Returns and Taxes. Each Obligor has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.
Tax Returns and Taxes. (a) The Company and its Subsidiaries have (i) timely filed all Tax Returns which are required to be filed by them with respect to any Taxes; and (ii) timely paid all Taxes due or payable by the Company or any of its Subsidiaries whether or not shown as due and payable on any Tax Returns. All Tax Returns properly reflect the liabilities of the Company and its Subsidiaries for Taxes for the periods, properties or events covered thereby. Except as set forth in Section 3.19(a) of the Company Disclosure Schedule, no extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority.
(b) Neither the Company nor any of its Subsidiaries has received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement extending the period of assessment of any Taxes. There are no claims, examinations, Proceedings or proposed deficiencies for Taxes pending or, to the Knowledge of the Seller and the Company, threatened against the Company or any of its Subsidiaries.
(c) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax.
(d) The Company and its Subsidiaries are current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on or before March 31, 2011, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March 31, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries.
(e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the Company nor any of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency.
(f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, all Taxes that the Company or any of i...
Tax Returns and Taxes. Each Company has filed all tax returns and tax reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.
Tax Returns and Taxes. Each Subject Entity has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.
Tax Returns and Taxes. Section 2.1 Tax Returns and Payments.
Tax Returns and Taxes. Each of the Borrower and its Subsidiaries has filed all federal, state and local tax returns required to be filed and has paid all taxes, assessments and governmental charges and levies thereon, including interest and penalties, except where the same are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside, and no liens for taxes have been filed by a Governmental Authority with respect to any taxes. The charges, accruals and reserves on the books of the Borrower or its Subsidiary, as the case may be, with respect to taxes or other governmental charges are adequate.
Tax Returns and Taxes. The Borrower has filed all federal, state and local tax returns required to be filed and has paid all taxes, assessments and governmental charges and levies thereon, including interest and penalties, except where the same are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside, and no liens for taxes have been filed and no claims are being assessed by a governmental authority with respect to any taxes. The charges, accruals and reserves on the books of the Borrower with respect to taxes or other governmental charges are adequate;
Tax Returns and Taxes. Except as disclosed on Schedule M, each Obligor has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all material Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books. The Borrower is a resident within the meaning of the Tax Act.
Tax Returns and Taxes. On or before the Closing Date, each member of the Seller Group (i) has timely filed or will timely file with the appropriate Tax Authorities all material Tax Returns required to be filed by it (taking into account any extension of time granted to file such Tax Returns), (ii) all such Tax Returns were accurate and complete in all material respects, and (iii) has paid or will pay all Taxes which have become due pursuant to such Tax Returns or pursuant to any assessment which has become payable. Section 3.12(a) of the Disclosure Schedule lists all extensions of time to file any Tax Return of any Subsidiary.
Tax Returns and Taxes. All federal, state, and other tax returns of Borrower required by law to be filed have been filed. All other taxes applicable to Borrower, including real property taxes, are current.
