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

Tax Returns Filed and Taxes Paid. The Acquired Entities 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 applicable Legal Requirements. All Tax Returns and reports filed by the Acquired Entities are true, correct and complete. Each of the Sellers and the Acquired Entities, 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 the Acquired Entities, except such Taxes, if any, as are listed in Schedule 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 Interim Balance Sheet and the 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 to be made by any Governmental Body in a jurisdiction where an Acquired Entity 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 of the Acquired Entities that arose in connection with any failure to pay any Tax (other than Taxes not yet due and payable), and the Sellers have no Knowledge of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

Tax Returns Filed and Taxes Paid. The Acquired Entities have 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 the Acquired Entities Seller are true, correct and complete. Each of the Sellers and the Acquired Entities, as the case may be, Seller has paid, or made provision for the payment of, all Taxes for which they are responsible 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 the Acquired EntitiesSeller, except such Taxes, if any, as are listed in Schedule 4.17(aPart 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 the 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 ReturnOperating Statement. No claim has ever been made or is expected by Seller to be made by any Governmental Body in a jurisdiction where an Acquired Entity 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 of the Acquired Entities Assets that arose in connection with any failure (or alleged failure) to pay any Tax (other than Taxes not yet due and payable)Tax, and the Sellers have 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. The Acquired Entities Since January 1, 1997, Seller 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 and all reports 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 and reports relating to the Business filed by Seller and the Acquired Entities Prior Owner (solely in their capacities as the prior owners and operators of the Business) are true, correct and completecomplete in all material respects. Each Seller and the Prior Owner (solely in their capacities as the prior owners and operators of the Sellers and the Acquired Entities, Business) as the case may be, has have paid, or made provision for the payment of, all Taxes for which they are responsible 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 the Acquired Entitiessimilar inquiry), except such Taxes, if any, as are listed in Part 3.14(a) of the Disclosure Schedule 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 Interim Balance Sheet and the Financial StatementsInterim Balance Sheet. Except as provided in Schedule 4.17(a), none Part 3.14(a) of the Acquired Entities are Disclosure Schedule, neither Seller nor Prior Owner is currently 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 an Acquired Entity 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 of the Acquired Entities Assets that arose in connection with any failure (or alleged failure) to pay any Tax (other than Taxes not yet due and payable), and the Sellers have no Knowledge of any claims attributable to Taxes which, if adversely determined, would result in any such EncumbranceTax.

Tax Returns Filed and Taxes Paid. The Acquired Entities have 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 applicable Legal RequirementsRequirements for the Business. All such Tax Returns and reports filed by the Acquired Entities Seller are true, correct correct, and complete. Each of the Sellers and the Acquired Entities, as the case may be, Seller 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 the Acquired EntitiesSeller, except such Taxes, if any, as are listed in Schedule 4.17(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 Interim Balance Sheet and the Financial StatementsInterim Balance Sheet. Except as provided in Schedule 4.17(a3.14(a), none of the Acquired Entities are 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 an Acquired Entity 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 of the Acquired Entities Assets that arose in connection with any failure (or alleged failure) to pay any Tax (other than Taxes not yet due and payable)Tax, and the Sellers have 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.