Tax Returns; Payment Sample Clauses

Tax Returns; Payment. All federal, state and other tax returns and reports of Borrower required by law to be filed have been completed in full and have been duly filed and prepared in good faith with due diligence, and all taxes, assessments, fees, withholdings and other governmental charges or levies upon Borrower or its properties, assets and income which are shown on such returns and reports or which have been billed to Borrower have been paid, and Borrower maintains adequate reserves and accruals in respect of all such federal, state and other taxes, assessments, fees, withholdings and other governmental charges or levies for all fiscal periods. There are no unpaid assessments pending against Borrower for any taxes, fees, withholdings and other governmental charges or levies, and Borrower knows of no basis therefor. No federal, state or other tax return or report of Borrower filed or originally scheduled to have been filed during any fiscal year of Borrower since its incorporation currently is or previously has been the subject of a governmental investigation or audit.
Sample 1
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Tax Returns; Payment. The Comfort Systems Group has filed on a timely basis all Tax Returns that are or were required to be filed by or with respect to Seller under applicable Legal Requirements. All such Tax Returns were correct and complete in all respects and have been prepared in accordance with applicable Legal Requirements. The Comfort Systems Group has paid all Taxes of Seller that have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by the Comfort Systems Group, except such Taxes, if any, as are listed on Schedule 4.8(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP and the Comfort Systems Group’s past custom and practice) have been provided on each balance sheet of Seller. No unresolved claim has been made by a Taxing authority of a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation by such jurisdiction. There are no liens for Taxes on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax. Seller has no Liability for the Taxes of any person (other than Seller) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.
Sample 1
Tax Returns; Payment. The Company has filed or caused to be filed on a timely basis, or will file or cause to be filed on a timely basis, all Tax Returns that are required to be filed by it prior to or on the Effective Closing Date, without regard to any extensions, pursuant to the Law of each governmental authority with taxing power over it. All such Tax Returns were or will be, as the case may be, correct and complete in all material respects. The Company has paid all Taxes that have become due as shown on such Tax Returns or pursuant to any assessment received as an adjustment to such Tax Returns, except (i) such Taxes, if any, as are being contested in good faith and disclosed on Schedule 3.10, (ii) such Taxes that are fully reserved against on the Fiscal Year Financial Statements or the Estimated Interim Financial Statements, (iii) Taxes accruing after the end of the last fiscal year of each Company and Other Company that are not yet due, and (iv) payroll taxes which have accrued but were not required to have been paid on or before the Closing and for which Seller shall cause the Company to have cash for such payments on the Closing date. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return, except as disclosed on Schedule 3.10. No claim has been made by a taxing authority of a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. Without limiting the foregoing, the Company has no liability for any Tax except Taxes disclosed on Schedule 3.10. Schedule 3.10 contains a complete and accurate list of each type of Tax paid by the Company and each Governmental Body to which such Tax is paid. Seller has no actual knowledge of any proposed change in Law (other than the Code) that would result in a material increase in Tax payable by any Company.
Sample 1
Tax Returns; Payment. To the knowledge of the Seller and the Shareholders, the Company has filed on a timely basis all Tax Returns that are or were required to be filed by it under applicable Legal Requirements. All such Tax Returns were correct and complete in accordance with applicable Legal Requirements. Sellers have delivered to Buyer copies of, and Schedule 4.11 contains a complete and accurate list of all such Tax Returns filed.. The Company has paid all Taxes that have been required to be paid under applicable Legal Requirements, including those shown due on the Tax Returns filed by it or under any assessment received as an adjustment to such Tax Returns. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has been made by a Taxing authority of a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation in that jurisdiction. Without limiting the foregoing, the Company has no Liability for any Tax except (i) Taxes disclosed on Schedule 4.11, (ii) Taxes fully reserved on the September 2008 Balance Sheet, and (iii) Taxes accrued after the Balance Sheet Date that will be fully reserved on the balance sheet. Schedule 4.11 identifies the GAAP method of reporting taxes on the Balance Sheet.
Sample 1
Tax Returns; Payment. The Company has filed or caused to be filed on a timely basis, or will file or cause to be filed on a timely basis, all tax returns that are required to be filed by it prior to or on the Effective Date, pursuant to the law of each governmental authority with taxing power over it. All such tax returns were or will be, as the case may be, correct and complete. The Company has paid all taxes that have become due as shown on such tax returns or pursuant to any assessment received as an adjustment to such tax 790603v7 returns, except (i) such taxes, if any, as are being contested in good faith and disclosed on Section 2.22 of the Disclosure Schedule attached hereto, (ii) such taxes that are fully reserved against on the Closing Balance Sheet, and (iii) taxes accruing after the date of the Closing Balance Sheet that are not yet due. The Company is not currently the beneficiary of any extension of time within which to file any tax return. No claim has been made by a taxing authority of a jurisdiction where the Company does not file tax returns that it is or may be subject to taxation in that jurisdiction.
Sample 1
Tax Returns; Payment. The Company has filed or caused to be filed on a timely basis, or will file or cause to be filed on a timely basis, all Tax Returns that are required to be filed by it prior to or on the Closing Date, pursuant to the law of each governmental authority with taxing power over it. All such Tax Returns were or will be, as the case may be, correct and complete. The Company has paid all Taxes that have become due as shown on such Tax Returns or pursuant to any assessment received as an adjustment to such Tax Returns, except (i) such Taxes, if any, as are being contested in good faith and disclosed on Schedule 3.10, (ii) such Taxes that are fully reserved against on the Financial Statement for the year ended 12-31-98, and (iii) Taxes accruing after the Balance Sheet Date that are not yet due. The Company is currently not the beneficiary of any extension of time within which to file any Tax Return. No claim has been made by a taxing authority or of a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. Without limiting the foregoing, the Company has no liability for any Tax except (x) Taxes disclosed on Schedule 3.10, (y) Taxes fully reserved on the Financial Statement for the year ended 12-31-98, and (z) Taxes accrued after the Balance Sheet Date and fully reserved on the Final Closing Balance Sheet.
Sample 1

Related to Tax Returns; Payment

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Tax Returns and Payment Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.

  • Tax Returns Except as set forth on Schedule 3.13:

  • Tax Returns and Payments Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Tax Returns and Payments; Pension Contributions Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

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