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

Tax Returns Filed and Taxes Paid. Seller has filed or caused to be filed on a timely basis all Tax Returns. All Tax Returns filed by Seller are true, correct and complete. 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 Seller, except such Taxes, if any, as are listed in Part 3.12 and are being contested in good faith. Except as provided in Part 3.12, 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 Seller does not file Tax Returns that it is or may be subject to taxation 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 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. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has filed or caused to be filed on a timely basis all Tax ReturnsReturns and all reports with respect to Taxes that are or were required to be filed by Seller or the Seller Subsidiaries pursuant to applicable Legal Requirements. All Tax Returns and reports filed by Seller or the Seller Subsidiaries are true, correct and complete. Seller has or the Seller Subsidiaries have 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 Returns, including Taxes that accrue by reason of the making of the Section 338(h)(10) election pursuant to Section 5.11 hereof, or otherwise, or pursuant to any assessment received by SellerSeller or any Seller Subsidiary, except such Taxes, if any, as are listed in Part 3.12 Schedule 3.14(a) and are being contested in good faithfaith 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 Part 3.12Schedule 3.14(a), neither Seller nor any Seller Subsidiary currently is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or or, to the Knowledge of Seller, is expected to be made by any Governmental Body in a jurisdiction where neither Seller does not file nor any Seller Subsidiary files Tax Returns that it is or may be subject to taxation 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 TaxTax by Seller or any Seller Subsidiary, and 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. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has filed or caused to be filed on a timely basis all federal, state and all other material Tax ReturnsReturns and all material reports with respect to Taxes that are or were required to be filed pursuant to applicable Legal Requirements. All Tax Returns and reports filed by Seller are true, correct and completecomplete in all material respects. 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 Seller, except such Taxes, if any, as are listed in Part 3.12 on Schedule 3.14(a) and are being contested in good faithfaith 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 Part 3.12on Schedule 3.14(a), 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 or, to the Knowledge of Seller, is expected to be made by any Governmental Body in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation 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 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. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has Parties have filed or caused to be filed on a timely basis all Tax Returns. All Tax Returns filed by Seller Parties are true, correct and complete. Seller has Parties have 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 SellerSeller Parties, except such Taxes, if any, as are listed in Part Schedule 3.12 and are being contested in good faith. Except as provided in Part Schedule 3.12, Seller Parties currently is are not the beneficiary beneficiaries 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 Seller does Parties do not file Tax Returns that it is they are or may be subject to taxation 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 Seller has Parties have no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance. All Taxes that Seller is Parties are or was were required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has Parties have disclosed on its their federal income Tax Return Returns all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller Parties are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability Seller Parties’ liabilities for Taxes. Part Schedule 3.12 sets forth the basis of Seller Parties in its their respective assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has filed or caused to be filed on a timely basis all material Tax ReturnsReturns and all material reports with respect to Taxes related to the Assets that are or were required to be filed pursuant to applicable Legal Requirements. All such Tax Returns and reports filed by Seller are true, correct and complete. Seller has paid, or made provision for the payment of, all Taxes related to the Assets that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by Seller, except such Taxes, if any, as are listed in Part 3.12 3.14(a) and are being contested in good faith. Except faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in Part 3.12, Seller currently is not the beneficiary of any extension of time within which to file any Tax ReturnReviewed Financial Statements and the Interim Balance Sheet and Operating Statement. No claim has ever been made or is expected by Seller to be made by any Governmental Body in a jurisdiction where Seller does not file Tax Returns related to the Assets that it is or may be subject to taxation with respect to the Assets 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 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. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has filed or caused to be filed on a timely basis all Tax ReturnsReturns and all reports with respect to Taxes that were required to be filed by Seller pursuant to applicable Legal Requirements. All Tax Returns and reports filed by Seller are true, correct and completecomplete in all material respects. 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 Seller, except such Taxes, if any, as are listed in Part 3.12 Schedule 3.11(a) and are being contested in good faithfaith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Audited Balance Sheet. Except as provided in Part 3.12Schedule 3.11(a), 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 or, to Seller’s Knowledge, is expected to be made by any Governmental Body in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation 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 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. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller Except as set forth in Schedule 2.14(a) of the Stockholder Disclosure Schedule, the Company has filed or caused to be filed on a timely basis all tax returns and all reports with respect to Taxes (the "Tax Returns") that are or were required to be filed by the Company. All Tax Returns filed by Seller the Company are true, correct and completecomplete in all material respects. Seller The 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 Sellerthe Company, except such Taxes, if any, identified in Schedule 2.14(a) of the Stockholder Disclosure Schedule as are listed in Part 3.12 and are being contested in good faithfaith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Interim Financial Statements. Except as provided in Part 3.12Schedule 2.14(a) of the Stockholder Disclosure Schedule, Seller the 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 made, or, to the Company’s Knowledge, is expected to be made made, nor, to the Company’s Knowledge, is there a reasonable basis upon which such a claim might be made, by any Governmental Body in a jurisdiction where Seller the Company does not file Tax Returns that it the Company is or may be subject to taxation by that jurisdiction. There are no Encumbrances Liens on any of the Assets assets owned by the Company or used in the business and operations of the Company that arose in connection with any failure (or alleged failure) to pay any TaxTax (other than Taxes not yet due and payable), and Seller has to the Company’s Knowledge, there is no Knowledge of any basis for the assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable dateLien.

Tax Returns Filed and Taxes Paid. Seller has Buyer and Parent have filed or caused to be filed on a timely basis all Tax Returns. All Tax Returns filed by Seller Buyer and Parent are true, correct and complete. Seller has Buyer and Parent have 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 Seller, except such Taxes, if any, as are listed in Part 3.12 Schedule 4.8 and are being contested in good faith. Except as provided in Part 3.12Schedule 4.8, Seller Buyer and Parent currently is ire 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 Seller Buyer or Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Encumbrances on any of the Assets Aggregate Shares that arose in connection with any failure (or alleged failure) to pay any Tax, and Seller has Buyer and Parent have no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance. All Taxes that Seller is Buyer and Parent are or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has Buyer and Parent have disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller Buyer and Parent are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Since January 1, 1997, Seller has and the Prior Owner (solely in their capacities as the prior owners and operators of the Business) have each filed or caused to be filed on a timely basis all Tax Returns, reports, or requests for extensions with respect to Taxes relating to the Business that are or were required to be filed pursuant to applicable Legal Requirements. All of such Tax Returns relating to the Business filed by Seller and the Prior Owner (solely in their capacities as the prior owners and operators of the Business) are true, correct and completecomplete in all material respects. Seller has and the Prior Owner (solely in their capacities as the prior owners and operators of the Business) as the case may be, have paid, or made provision for the payment of, all Taxes relating to the Business that have or may have become due for all periods covered by the Tax Returns or otherwise, otherwise (including amounts payable as a result of any Tax Audit or pursuant to any assessment received by Sellersimilar inquiry), except such Taxes, if any, as are listed in Part 3.12 3.14(a) of the Disclosure Schedule and are being contested in good faithfaith 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 Part 3.123.14(a) of the Disclosure Schedule, neither Seller nor Prior Owner is 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 Seller does not file Tax Returns that it is or may be subject to taxation 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 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. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has filed or caused to be filed on a timely basis all Tax Returns. All Tax Returns filed by Seller are true, correct and complete. 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 Seller, except such Taxes, if any, as are listed in Part 3.12 and are being contested in good faith. Except as provided in Part 3.12, 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 Seller does not file Tax Returns that it is or may be subject to taxation 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 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. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has The Corporations have filed or caused to be filed on a timely basis all Tax ReturnsReturns and all reports with respect to Taxes that are or were required to be filed pursuant to applicable Legal Requirements. Trace Texas will file all Tax Returns and reports required to be filed in respect of its fiscal year ended December 31, 2004, on or before September 15, 2005. All Tax Returns and reports filed by Seller the Corporations are true, correct and completecomplete (provided that this representation shall not be construed as a representation as to the existence, availability or value to the Buyer of any net operating loss, foreign tax credit or other tax attributes of the Corporations as of the Closing Time). Seller Each of the Sellers and the Corporations, 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 Sellerthe Corporations, except such Taxes, if any, as are listed in Part 3.12 Schedule 4.17 and are being contested in good faithfaith and as to which adequate reserves (determined in accordance with US GAAP or Canadian GAAP, as applicable) have been provided in the Interim Consolidated Balance Sheet and the Financial Statements. Except as provided in Part 3.12Schedule 4.17, Seller none of the Corporations 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 Seller either Corporation does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Encumbrances on any of the Assets assets of the Corporations that arose in connection with any failure (or alleged failure) to pay any TaxTax (other than Taxes not yet due and payable), and Seller has the Sellers have no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has duly and timely filed or caused to be filed, or will have duly and timely filed on a timely basis prior to the Closing Date, all Tax ReturnsReturns with respect to Taxes that are or were required to be filed by it pursuant to applicable Legal Requirements. All Tax Returns and reports filed by Seller are true, correct and complete. 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 Seller, except such Taxes, if any, as are listed in Part 3.12 on Schedule 3.10(a) and are being contested in good faithfaith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Interim Balance Sheet. Except as provided in Part 3.12on Schedule 3.10(a), 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 Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Encumbrances on any of the Assets or the Business that arose in connection with any failure (or alleged failure) to pay any Tax, and 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. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.

Tax Returns Filed and Taxes Paid. Seller has filed or caused to be filed on a timely basis all Tax ReturnsReturns and all reports with respect to Taxes that are or were required to be filed pursuant to applicable Legal Requirements. All Tax Returns and reports filed by Seller are true, correct correct, and completecomplete in all material respects. 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 Returns, or otherwisesought and complied with any applicable extension with respect to, or pursuant to any assessment received by Seller, except such Taxes, if any, as are listed in Part 3.12 Schedule 3.13(a) and are being contested in good faithfaith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Financial Statements and the Interim Financial Statements or are not required to be reserved against pursuant to GAAP. Except as provided in Part 3.12Schedule 3.13(a), 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 reasonably expected by Seller to be made by any Governmental Body in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation 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 Seller has received no Knowledge of any basis for assertion notice of any claims from a taxing authority attributable to Taxes which, if adversely determined, would result in any such Encumbrance. All Taxes that Seller is or was required to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been remitted to the proper Governmental Body or other Person. Seller has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. Part 3.12 sets forth the basis of Seller in its assets as of the most recent practicable date.