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 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. 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 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 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 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 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.

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 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 has (a) The Target Companies 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. All Tax Returns and reports filed by Seller the Target Companies are true, correct and completecomplete in all material respects. Seller has paid, or made provision for the payment of, The Target Companies have paid all Taxes that have or may have become due for all periods covered by and payable. During the Tax Returns or otherwisethree years immediately prior to the date of this Agreement, 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 no Claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where Seller any Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There Other than Permitted Liens, there are no Encumbrances Liens on any part of the Assets Business that arose in connection with any failure (or alleged failure) to pay any Tax, and Seller has no and, to the Knowledge of any basis for assertion of any claims Rockwood, no Claims attributable to Taxes have been made by any Tax authority, which, if adversely determined, would could result in any such Encumbrance. . (b) All Taxes that Seller is any of the Target Companies are or was were required by Legal Requirements to withhold, deduct withhold or collect have been duly withheld, deducted and withheld or collected and, to the extent required, have been remitted paid to the proper Governmental Body or other Person. . (c) None of the Target Companies is currently or during the three years immediately prior to the date of this Agreement has been the subject of an audit or other examination relating to the payment of a material amount of Taxes of the Target Companies by the Tax authorities of any nation, state or locality (and, to the Knowledge of Rockwood, no such audit is pending or threatened) nor have the Target Companies received any written notices from any Tax authority relating to any issue that could reasonably be expected to affect the Tax liability of the Target Companies. (d) None of the Target Companies (i) has entered into a written agreement or waiver extending any statute of limitations relating to the payment or collection of a material amount of Taxes of the Target Companies that has not expired or (ii) is presently contesting any material Tax liability of the Target Companies before any Governmental Body. (e) There are no Tax-sharing, allocation, indemnification or similar Contracts in effect as between any of the Target Companies or, to the Knowledge of Rockwood, any predecessors or Related Persons thereof and any other party (including any Rockwood Seller and any predecessors or Related Persons thereof) under which the Purchasers or the Target Companies could be liable for any Taxes or other claims of any other party subsequent to the Closing other than in their capacity as a withholding agent pursuant to a Legal Requirement for withholding or pursuant to financing arrangements, leases or other commercial agreements entered into by the Target Companies in the Ordinary Course of Business. (f) No Target Company has disclosed on its within three years prior to the date of this Agreement paid or become liable to pay any material penalty, fine, surcharge or interest in connection with any Tax. (g) To the extent that any Target Company participates in a pay as you earn or national insurance system, such Target Company has in all material respects properly operated such system deducting and accounting for Tax and maintaining records as required by applicable Legal Requirements. (h) Each of Rockwood Specialties Group, Rockwood Specialties and AlphaGary Corporation is a member of Rockwood Holdings’ “affiliated group” (as such term is defined in Section 1504 of the Code) and will be included in Rockwood Specialties Group’s consolidated U.S. federal income Tax Return that includes the period from January 1 (the first day of the Rockwood Specialties Group taxable year) of the taxable year in which the Closing Date occurs through the Closing Date. As such, Rockwood Holdings is, and at all positions taken therein that could give rise times prior to the Closing will be, eligible to file an election under Section 338(h)(10) of the Code with respect to a substantial understatement “qualified stock purchase” (as such term is defined in Section 338 of federal Income the Code) of the stock of AlphaGary Corporation. (i) The execution and delivery of this Agreement or the consummation of the Contemplated Transactions will not result in any profit or gain being deemed to accrue to AGL for Tax purposes whether pursuant to section 179 (Companies ceasing to be a member of a group) of the U.K. Taxation of Chargeable Gains Xxx 0000 or otherwise. (j) AGL is a registered and taxable person for the purposes of U.K. VAT and such registration is not subject to any conditions imposed by or agreed with HMRC. (k) AGL has not in the last three years been treated as a member of a VAT group registration for the purposes of section 43 (Groups of Companies) of the VATA. (l) In the last three years, all interest, discounts and premiums payable by AGL in respect of its loan relationships (within the meaning of Code section 6662. The charges, accruals Part 5 (Loan Relationships) of the CTA) have been capable of being brought into account by AGL as a debit for the purposes of Part 5 (Loan Relationships) of the CTA as and reserves with respect to Taxes the extent that they have been from time to time recognized in AGL’s accounts and the Sellers do not expect that any obligations entered into by AGL prior to the Closing Date to make future payments of such amounts will not also be capable of being brought into account by AGL (assuming that the accounting policies and methods adopted for the purpose of the accounts continue to be so adopted). (m) AGL neither has nor has had in the period of three years ending on the Records date of Seller are adequate this Agreement, any interest in a controlled foreign company as defined in Chapter IV Part XVII (Controlled Foreign Companies) of the ICTA. (n) To the Knowledge of Rockwood, AGL is not a party to any transaction or arrangement under which for the purposes of Part 4 of TIOPA (Provision not at arm’s length) the actual provision that has been made or imposed between AGL and any other person by means of a transaction or series of transactions differs from the provision which would have been made as between independent enterprises as determined in accordance with GAAPPart 4 of TIOPA. (o) All documents in the possession or under the control of each Target Company to which such Target Company is a party relating to the Business and which are at least equal subject to Seller’s liability for Taxes. Part 3.12 sets forth stamp duty have been properly stamped. (p) Neither the basis execution and delivery of Seller in its assets as this Agreement nor the consummation of the most recent practicable dateContemplated Transactions will result in the withdrawal of any relief from stamp duty or stamp duty land tax granted on or before Closing which will affect any Target Company.