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

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a) of the Company Disclosure Schedule, (i) all returns, declarations, claims for refund, information returns and reports (“Tax Returns”) of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or local or Israeli or other taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar), workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “Tax” or “Taxes”) which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is true, correct and complete, (iii) all Taxes owed by any of the Company Subsidiaries (other than the Additional Sellers) which have become or will become due have been or will be timely paid in full, (iv) all Tax withholding and deposit requirements imposed on or with respect to any of the Company Subsidiaries (other than the Additional Sellers) have been or will be satisfied in full in all respects, (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) there are no Liens on any of the assets of the Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax.

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a) 2.10.1 of the Company Prototype Disclosure Schedule, (i) all material returns, declarations, claims for refund, information returns and reports (“"Tax Returns”") of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or local or Israeli or other taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar), workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “"Tax” " or “"Taxes”") which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries Prototype or any of its subsidiaries have been or will be duly and timely filed, on or before the Closing Date, except to the extent valid extensions for the filing of such Tax returns are properly obtained, (ii) all material items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is true, correct and completecomplete in all material respects, (iii) all Taxes owed by Prototype or any of the Company Subsidiaries (other than the Additional Sellers) its subsidiaries which have become or will become due on or before the Closing Date have been or will be timely paid in full, (iv) all Tax withholding and deposit requirements imposed on or with respect to Prototype or any of its subsidiaries on or before the Company Subsidiaries (other than the Additional Sellers) Closing Date have been or will be satisfied in full in all respectsfull, (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) except as set forth in Section 2.10.1 of the Prototype Disclosure Schedule, and other than statutory liens for taxes which are not yet due and payable, there are no Liens Encumbrances on any of the assets of the Company Prototype or any Company Subsidiary of its subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax.

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a) 2.11 of the Company TAVA Disclosure Schedule, and except with respect to failures which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on TAVA, (i) all returns, declarations, claims for refund, information returns and reports (“"Tax Returns”") of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or state, local or Israeli or other foreign taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar)security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “"Tax” " or “"Taxes”") which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries TAVA have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is and will be true, correct and complete, (iii) all Taxes owed by any of the Company Subsidiaries (other than the Additional Sellers) which have become or will become due with respect to the period covered by each such Tax Return have been or will be timely paid in full, (iv) all withholding Tax withholding and deposit requirements imposed on or with respect to any of the Company Subsidiaries (other than the Additional Sellers) TAVA have been or will be satisfied in full in all respects, and (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) there are no Liens on any of the assets of the Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax.

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a3.6(a) of the Company Disclosure Schedule, (i) all returns, declarations, claims for refund, information returns and reports (“"Tax Returns”") of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or local or Israeli or other taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar), workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “"Tax” " or “"Taxes”") which are required to be filed on or before the Closing by or with respect to the Company Acquired Subsidiaries have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is true, correct and complete, (iii) all Taxes owed by any of the Company Acquired Subsidiaries (other than the Additional Sellers) which have become or will become due have been or will be timely paid in full, (iv) all Tax withholding and deposit requirements imposed on or with respect to any of the Company Acquired Subsidiaries (other than the Additional Sellers) have been or will be satisfied in full in all respects, (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) there are no Liens on any of the assets of the Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any TaxTax other than Permitted Liens.

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a) 2.9 of the Company SPR Disclosure Schedule, and except with respect to failures which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on SPR, (i) all returns, declarations, claims for refund, information returns and reports (“"Tax Returns”") of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or state, local or Israeli or other foreign taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar)security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “"Tax” " or “"Taxes”") which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries SPR have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is and will be true, correct and complete, (iii) all Taxes owed by any of the Company Subsidiaries (other than the Additional Sellers) which have become or will become due with respect to the period covered by each such Tax Return have been or will be timely paid in full, (iv) all withholding Tax withholding and deposit requirements imposed on or with respect to any of the Company Subsidiaries (other than the Additional Sellers) SPR have been or will be satisfied in full in all respects, and (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) there are no Liens on any of the assets of the Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax.

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a) 2.10 of the Company BGS Disclosure Schedule, and except with respect to failures which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on BGS, (i) all returns, declarations, claims for refund, information returns and reports (“"Tax Returns”") of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or state, local or Israeli or other foreign taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar)security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “"Tax” " or “"Taxes”") which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries BGS have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is true, correct and complete, (iii) all Taxes owed by any of the Company Subsidiaries (other than the Additional Sellers) which have become or will become due with respect to the period covered by each such Tax Return have been or will be timely paid in full, (iv) all withholding Tax withholding and deposit requirements imposed on or with respect to any of the Company Subsidiaries (other than the Additional Sellers) BGS have been or will be satisfied in full in all respects, and (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) there are no Liens on any of the assets of the Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax.

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a) 2.10.1 of the Company OptiSystems Disclosure Schedule, (i) all returns, declarations, claims for refund, information returns and reports (“"Tax Returns”") of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or local or Israeli state, local, foreign or other taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar), workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “"Tax” " or “"Taxes”") which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries OptiSystems have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is true, correct and complete, (iii) all Taxes owed by any of the Company Subsidiaries (other than the Additional Sellers) OptiSystems which have become or will become due have been or will be timely paid in full, (iv) all Tax withholding and deposit requirements imposed on or with respect to any of the Company Subsidiaries (other than the Additional Sellers) OptiSystems have been or will be satisfied in full in all respects, (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) there are no Liens Encumbrances on any of the assets of the Company or any Company Subsidiary OptiSystems that arose in connection with any failure (or alleged failure) to pay any Tax.

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a) 2.10.1 of the Company Witech Disclosure Schedule, (i) all returns, declarations, claims for refund, information returns and reports (“Tax Returns”) of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or local or Israeli state, local, foreign or other taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar), workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “Tax” or “Taxes”) which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries Witech have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is true, correct and complete, (iii) all Taxes owed by any of the Company Subsidiaries (other than the Additional Sellers) Witech which have become or will become due have been or will be timely paid in full, (iv) all Tax withholding and deposit requirements imposed on or with respect to any of the Company Subsidiaries (other than the Additional Sellers) Witech have been or will be satisfied in full in all respects, (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) there are no Liens Encumbrances, other than statutory liens for Taxes not yet due, on any of the assets of the Company or any Company Subsidiary Witech that arose in connection with any failure (or alleged failure) to pay any Tax.

Tax Returns Filed; Taxes Paid. Except as set forth in Section 3.9(a) 2.11 of the Company TAVA Disclosure Schedule, and except with respect to failures which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on TAVA, (i) all returns, declarations, claims for refund, information returns and reports (“Tax Returns”"TAX RETURNS") of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or state, local or Israeli or other foreign taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar)security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “Tax” "TAX" or “Taxes”"TAXES") which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries TAVA have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all such information and any other information provided in each such Tax Return is and will be true, correct and complete, (iii) all Taxes owed by any of the Company Subsidiaries (other than the Additional Sellers) which have become or will become due with respect to the period covered by each such Tax Return have been or will be timely paid in full, (iv) all withholding Tax withholding and deposit requirements imposed on or with respect to any of the Company Subsidiaries (other than the Additional Sellers) TAVA have been or will be satisfied in full in all respects, and (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, and (vi) there are no Liens on any of the assets of the Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax.

Tax Returns Filed; Taxes Paid. 3.17.1 Except as set forth in Section 3.9(a) Schedule 3.17 of the Company IIS Disclosure Schedule, (i) all returns, declarations, claims for refund, information returns and reports (“IIS Tax Returns”) of or with respect to any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any U.S. federal, state or local or Israeli state, local, foreign or other taxing authority or agency, including, without limitation, (x) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal (tangible and intangible) property, environmental, capital stock, leasing, lease, user, license, registration, payroll, withholding, disability, employment, social security (or similar), workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (y) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (z) interest, penalties and additions to tax imposed with respect thereto (all the above “IIS Tax” or “IIS Taxes”) which are required to be filed on or before the Closing by or with respect to the Company Subsidiaries IIS have been or will be duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such IIS Tax Return have been or will be so included and all such information and any other information provided in each such IIS Tax Return is true, correct and complete, (iii) all IIS Taxes owed by any of the Company Subsidiaries (other than the Additional Sellers) IIS which have become or will become due have been or will be timely paid in full, (iv) all IIS Tax withholding and deposit requirements imposed on or with respect to any of the Company Subsidiaries (other than the Additional Sellers) IIS have been or will be satisfied in full in all respects, (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such IIS Tax Return or late payment of any such IIS Tax, and (vi) there are no Liens Encumbrances on any of the assets of the Company or any Company Subsidiary IIS that arose in connection with any failure (or alleged failure) to pay any IIS Tax.