Common use of Tax Returns Filed and Taxes Paid Clause in Contracts

Tax Returns Filed and Taxes Paid. Company has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company are true, correct and complete. Company has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by Company, except such Taxes, if any, as are listed in Schedule 3.13(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheet. Except as provided in Schedule 3.13(a), Company currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. Company has The PEARL Group Members have filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company the PEARL Group Members are true, correct and complete. Company To the Knowledge of the PEARL Parties and the PEARL Group Members, the Seller and PEARL, as the case may be, has paid, or made provision for the payment of, all Taxes for which they are responsible that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by Companya PEARL Group Member, except such Taxes, if any, as are listed in Schedule 3.13(a4.16(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Interim Balance Sheet and the Interim Balance SheetFinancial Statements. Except as provided in Schedule 3.13(a4.16(a), Company none of the PEARL Parties or PEARL Group Members are currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company a PEARL Group Member does not file Tax Returns that it is or may be subject to taxation in by that jurisdiction. There are no Encumbrances Encumbrance on any of the Assets assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. The Company has filed or caused to be filed on a timely basis (taking into account permitted extensions) all Tax Returns and all reports with respect to Taxes that are or were required to be filed with respect to the Company pursuant to all applicable Legal RequirementsLaws. All Tax Returns and reports filed by the Company are true, correct and completecomplete in all materials respects. The Company has paid, or made provision for the payment of, paid all Taxes that have or may have become due for all periods covered by the (whether or not shown on any Tax Returns or otherwise, or pursuant to any assessment received by CompanyReturn), except such Taxes, if any, as are listed in Schedule Section 3.13(a) and of the Company Disclosure Letter, which are being contested in good faith and as to which adequate reserves (determined in accordance with GAAPthe Agreed Accounting Principles) have been provided in the Balance Sheet and the Interim Balance SheetFinancial Statements. Except as provided in Schedule Section 3.13(a)) of the Company Disclosure Letter, the Company currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim The Company has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no Knowledge of (i) Encumbrances on any of the Assets Company’s assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company has no Knowledge of or (ii) any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance. To the Company’s Knowledge as of the Execution Date, no claim has ever been made or is expected to be made by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.

Tax Returns Filed and Taxes Paid. Company has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company are true, correct and complete. Company has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by Company, except such Taxes, if any, as are listed in Schedule 3.13(a) a schedule provided by Company to Buyer on or before the Compliance Date and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Last Balance Sheet. Except as provided in Schedule 3.13(a), Company currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no Encumbrances on any of the Assets of Company that arose in connection with any failure (or alleged failure) to pay any Tax, and Company has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. Company Seller has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed by Seller pursuant to all applicable Legal Requirements, except where the failure to so file would not have a Seller Material Adverse Effect. All Except as set forth in Part 3.13(a), all Tax Returns and reports filed by Company Seller are true, correct and completecomplete in all material respects. Company Seller has paid, or made provision for the payment of, all material Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by CompanySeller, except such Taxes, if any, as are listed in Schedule 3.13(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheetfaith. Except as provided in Schedule Part 3.13(a), Company Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company Seller does not file Tax Returns that it is or may be subject to taxation in by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, Tax and Company Seller has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such EncumbranceEncumbrance except as provided in Part 3.13(a).

Tax Returns Filed and Taxes Paid. Company Seller has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company Seller are true, correct and complete. Company Seller has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by CompanySeller, except such Taxes, if any, as are listed in Schedule 3.13(a2.13(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheet. Except as provided in Schedule 3.13(a2.13(a), Company Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company Seller does not file Tax Returns that it is or may be subject to taxation in by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company Seller has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. Company Seller has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company Seller are true, correct correct, and completecomplete in all material respects. Company Seller has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwiseReturns, or pursuant to any assessment received by CompanySeller, except such Taxes, if any, as are listed in Schedule 3.13(a3.11(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and Financial Statements or the Interim Balance SheetFinancial Statements. Except as provided in Schedule 3.13(a3.11(a), Company Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company Seller does not file Tax Returns that it is or may be subject to taxation in by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company Seller has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. Company Each Seller has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company each Seller are true, correct correct, and completecomplete in all material respects. Company Each Seller has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwiseReturns, or pursuant to any assessment received by Companyany Seller, except such Taxes, if any, as are listed in Schedule 3.13(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and Financial Statements or the Interim Balance SheetFinancial Statements. Except as provided in Schedule 3.13(a), Company each Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company any Seller does not file Tax Returns that it is or may be subject to taxation in by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company no Seller has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. Company Seller has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company Seller are true, correct and complete. Company Seller has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by CompanySeller, except such Taxes, if any, as are listed in Schedule 3.13(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheet. Except as provided in Schedule 3.13(a), Company Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company Seller does not file Tax Returns that it is or may be subject to taxation in by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company Seller has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. Company Seller has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company Seller are true, correct and complete. Company Seller has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by CompanySeller, except such Taxes, if any, as are listed in Schedule 3.13(a3.14(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheet. Except as provided in Schedule 3.13(a3.14(a), Company Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company Seller does not file Tax Returns that it is or may be subject to taxation in by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company Seller has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. Company Seller has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company Seller are true, correct and complete. Company Seller has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by CompanySeller, except such Taxes, if any, as are listed in Schedule Part 3.13(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheet. Except as provided in Schedule Part 3.13(a), Company Seller currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company Seller does not file Tax Returns that it is or may be subject to taxation in by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Company Seller has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. Company has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to all applicable Legal Requirements. All Tax Returns and reports filed by Company are true, correct and complete. Company has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by CompanyCompany , except such Taxes, if any, as are listed in Schedule 3.13(a) a schedule provided by Company to Buyer on or before the Compliance Date and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Last Balance Sheet. Except as provided in Schedule 3.13(a), Company currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no Encumbrances on any of the Assets of Company that arose in connection with any failure (or alleged failure) to pay any Tax, and Company has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.