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 material Tax Returns 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 3.14(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Reviewed Financial Statements and the Interim Balance Sheet and Operating Statement. No claim 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.

Tax Returns Filed and Taxes Paid. Seller has The Acquired Entities have filed or caused to be filed on a timely basis all material Tax Returns 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 the Acquired Entities are true, correct and complete. Seller Each of the Sellers and the Acquired Entities, as the case may be, has paid, or made provision for the payment of, all Taxes related to the Assets 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 Acquired Entities, except such Taxes, if any, as are listed in Part 3.14(aSchedule 4.17(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Reviewed Financial Statements and the Interim Balance Sheet and Operating Statementthe Financial Statements. Except as provided in Schedule 4.17(a), none of the Acquired Entities are currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made or is expected by Seller to be made by any Governmental Body in a jurisdiction where Seller an Acquired Entity 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 assets of the Acquired Entities 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.

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 material Tax Returns and all material reports with respect to Taxes related to the Assets that are or were required to be filed by it 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 3.14(aon Schedule 3.10(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Reviewed Financial Statements and the Interim Balance Sheet and Operating StatementSheet. Except as provided on 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 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 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.

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 Returns 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 completecomplete in all material respects. 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 on Schedule 3.14(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Reviewed Financial Statements Balance Sheet and the Interim Balance Sheet and Operating StatementSheet. Except as provided on 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, to the Knowledge of Seller, 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.

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 material Tax Returns tax returns and all material reports with respect to Taxes related to (the Assets "Tax Returns") that are or were required to be filed pursuant to applicable Legal Requirementsby the Company. All such Tax Returns and reports 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 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 Sellerthe Company, except such Taxes, if any, identified in Schedule 2.14(a) of the Stockholder Disclosure Schedule as are listed in Part 3.14(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Reviewed Interim Financial Statements and Statements. Except as provided in Schedule 2.14(a) of the Interim Balance Sheet and Operating StatementStockholder Disclosure Schedule, 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, to the Company’s Knowledge, is expected by Seller 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 related to that the Assets that it Company is or may be subject to taxation with respect to the Assets 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 EncumbranceLien.

Tax Returns Filed and Taxes Paid. Seller has filed or caused to be filed on a timely basis all material Tax Returns 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 correct, and completecomplete in all material respects. 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 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 3.14(aSchedule 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 Reviewed Financial Statements and the Interim Balance Sheet and Operating StatementFinancial Statements or are not required to be reserved against pursuant to GAAP. Except as provided in Schedule 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 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 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.