Common use of Tax Returns, Payments and Elections Clause in Contracts

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith which are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in its 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 ("Code"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which 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.

Appears in 4 contracts

Samples: Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc), Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc), Series D Preferred Stock Purchase Agreement (Rhythms Net Connections Inc)

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Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith which are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in its 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 ("Code"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which 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 a tax deficiency or tax audit and the Company has made all withholdings for all income tax of its employees.

Appears in 2 contracts

Samples: Series C Preferred Stock Purchase Agreement (Rubios Restaurants Inc), Series B Preferred Stock Purchase Agreement (Rubios Restaurants Inc)

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith which are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in its 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 ("Code"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which 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 a tax deficiency or tax audit and the Company has made all withholdings for all income taxes of its employees.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Rubios Restaurants Inc)

Tax Returns, Payments and Elections. The Company and each of its Subsidiaries has timely filed all tax returns and reports (federal, state and local) as required by law. These returns and reports are true and correct in all material respects. The Company and each of its Subsidiaries has paid all taxes and other assessments due, except those contested by it in good faith which are listed in the Schedule of Exceptionsfaith. The provision for taxes of Neither the Company as shown in nor any of its Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Subsidiaries has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 341(f1362(a) or Section 1362(a341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the Companybusiness, its properties, prospects or financial condition, its business as presently conducted condition of the Company or proposed to be conducted or any of its properties or material assets.any

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Caldera Systems Inc)

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Tax Returns, Payments and Elections. The Company has filed all tax returns and reports required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith which are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in its 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 ("Code"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which 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.

Appears in 1 contract

Samples: Series B Preferred Stock Purchase Agreement (Rhythms Net Connections Inc)

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith which are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in its 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 ("Code"'), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which 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.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Rhythms Net Connections Inc)

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