Tax Returns; Other Reports. Seller has duly and timely filed in -------------------------- correct form all federal, state and local Tax returns and all other Tax reports required to be filed by Seller and has timely paid all Taxes which have become due and payable, whether or not shown on any such report or return, the failure of which to be filed or paid could adversely affect the Assets or result in the imposition of an Encumbrance upon the Assets, except such amounts as are being contested diligently and in good faith and are not in the aggregate material. Except as specifically identified on SCHEDULE 5.14, Seller has received no notice of, nor does Seller have any Knowledge of, any deficiency, assessment or audit, or proposed deficiency, assessment or audit from any taxing Governmental Authority which could affect or result in the imposition of an Encumbrance upon the Assets.
Tax Returns; Other Reports. Seller has duly and timely filed in proper form all federal, state, local, and foreign income, franchise, sales, use, property, excise, payroll, and other tax returns and all other reports (whether or not relating to taxes) required to be filed by law with any governmental authority or agency thereof. All taxes, fees and assessments of whatever nature due or payable by Seller pursuant to said returns, reports, or otherwise, have been paid. There are no tax audits pending and no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, or local income tax return for any period.
Tax Returns; Other Reports. Except as set forth in Schedule 5.8:
Tax Returns; Other Reports. Seller has as of the date hereof, and will have as of the Closing Date, timely filed in proper form all Tax Returns and all other reports that reasonably may affect Buyer's rights to and ownership of the Assets, the Systems or the Business that are required to be filed as of the date hereof, or which are required to be filed on or before the Closing Date, as the case may be, and all such Tax Returns were prepared in good faith and are accurate and complete in all material respects, and, to the best of Seller's knowledge, there is no basis for assessment of any addition to any Taxes shown thereon. Except as set forth on Schedule 5.9, all Taxes due or ------------ payable by Seller and the Partners on or before the date hereof or the Closing Date, as the case may be, the non-payment of which could result in a lien upon the Assets, any of the Systems or the Business (including any Taxes, liabilities or amounts owing resulting from liability of Seller as the transferee of the assets of, or successor to, any other corporation or entity or resulting by reason of Seller having been a member of any group of corporations filing a consolidated, combined or unitary Tax Return) have been or will be timely paid, except to the extent any such Taxes (as set forth as of the date hereof on Schedule 5.9) are being contested in good faith by appropriate proceedings by ------------ Seller and for which adequate reserves for any disputed amounts shall have been established in accordance with GAAP. Except as set forth on Schedule 5.9, as of ------------ the date hereof, there has been no Tax examination, audit, proceeding or investigation of Seller, or with respect to the Assets, the System or the Business, by any relevant Taxing Authority, and Seller does not have any outstanding Tax deficiency or assessment. Except as set forth on Schedule 5.9, ------------ there are no pending or, to the best of Seller's knowledge, threatened actions, audits, examination, proceedings or investigations, by any relevant Taxing Authority with respect to Seller, the Assets, the Systems, or the Business. There is no outstanding request for an extension of time within which to pay any Taxes with respect to Seller, the Assets, the Systems or the Business. Seller has withheld and paid in a timely manner to all relevant Taxing Authorities all payments for withholding Taxes, unemployment insurance and other amounts required to be withheld and paid. All Taxes of or with respect to Seller, the Assets, t...
Tax Returns; Other Reports. Such Party has duly and timely filed in correct form all federal, state, local and foreign Tax returns and other Tax reports required to be filed by it, and has timely paid all Taxes which have become due and payable, whether or not so shown on any such return or report, the failure of which to be filed or paid could affect or result in the imposition of a Lien upon its Assets or create any transferee or other liability upon the other Party, except such amounts as are being contested diligently and in good faith and are not in the aggregate material. Except as set forth on SCHEDULE 4.7, such Party has not received any notice of, nor does such Party have any knowledge of, any deficiency, assessment or audit, or proposed deficiency, assessment or audit from any taxing Governmental Authority which could affect, or result in the imposition of a Lien upon, any of its Assets or transferee or other liability upon the other Party.
Tax Returns; Other Reports. TCI has duly and timely filed in correct form all federal, state, local and foreign Tax returns and other Tax reports required to be filed by TCI, and has timely paid all Taxes which have become due and payable, whether or not so shown on any such return or report, the failure of which to be filed or paid could adversely affect or result in the imposition of a Lien upon the TCI Assets or that could impose on the Partnership any transferee liability for any taxes, penalties or interest due or to become due from TCI, except such amounts as are being contested diligently and in good faith and are not in the aggregate material. TCI has received no notice of, nor does TCI have any Knowledge of, any deficiency, assessment or audit, or proposed deficiency, assessment or audit from any taxing Governmental Authority which could affect or result in the imposition of a Lien upon the TCI Assets.
Tax Returns; Other Reports. Insight has duly and timely filed in correct form all federal, state, local and foreign Tax returns and other Tax reports required to be filed by Insight, and has timely paid all Taxes which have become due and payable, whether or not so shown on any such return or report, the failure of which to be filed or paid could adversely affect or result in the imposition of a Lien upon the Insight Assets or that could impose on the Company any transferee liability for any taxes, penalties or interest due or to become due from Insight, except such amounts as are being contested diligently and in good faith and are not in the aggregate material. Insight has received no notice of, nor does Insight have any Knowledge of, any deficiency, assessment or audit, or proposed deficiency, assessment or audit from any taxing Governmental Authority which could affect or result in the imposition of a Lien upon the Insight Assets.
Tax Returns; Other Reports. Seller has duly and timely filed in proper form all income, franchise, sales, use, occupation, service, transfer, property, excise, payroll, withholding, and other tax returns and all information and other reports (whether or not relating to taxes) required to be filed with the appropriate Governmental Authority. All such tax returns and information and other reports were or will be true, correct and complete when filed. All taxes, fees and assessment of whatever nature due and payable by Seller to any Governmental Authority (including, without limitation, interest additions and penalties) have been paid, except such amounts as are being contested diligently and in good faith and are not in the aggregate material. There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income tax return for any period, and except as set forth on SCHEDULE 5.11, there are no tax audits pending.
Tax Returns; Other Reports. Seller has duly and timely filed all federal, state, local and foreign Tax returns and other Tax reports required to be filed by Seller, and has timely paid all Taxes which have become due and payable, whether or not so shown on any such return or report, the failure of
Tax Returns; Other Reports. Seller has duly and timely filed all federal, state, local and foreign Tax returns and other Tax reports required to be filed by Seller, and has timely paid all Taxes which have become due and payable, whether or not so shown on any such return or report, the failure of which to be filed or paid could adversely affect or result in the imposition of an Encumbrance upon the Assets or create any transferee or other liability upon Buyer, except such amounts as are being contested diligently and in good faith. Except as disclosed on SCHEDULE 4.14, Seller has received no notice of, nor does Seller have any Knowledge of, any deficiency, assessment or audit, or proposed deficiency, assessment or audit from any taxing Governmental Authority which could affect or result in the imposition of an Encumbrance upon the Assets or create any transferee or other liability upon Buyer. Except as disclosed on SCHEDULE 4.14, the Assets are not subject to any joint venture, partnership or other arrangement or contract which is treated as a partnership for Federal Income tax purposes.
