Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. The Acquiring Corporation has duly filed all material federal, state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, employee benefit plans, unemployment, franchise, excise and sales and use taxes and all such returns and reports are true and correct in all material respects; have either paid in full all taxes that have become due as reflected on any such return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by the Acquiring Corporation with respect to any tax. No unsatisfied material deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed, threatened or assessed against the Acquiring Corporation, nor has the Acquiring Corporation received notice of any such deficiency, delinquency or default (in writing or otherwise). The Acquiring Corporation has no material tax liabilities other than those reflected on the Acquiring Corporation Financial Statements and those arising in the ordinary course of business. The Acquiring Corporation has not been a member of a consolidated group for tax purposes, other than one of which Royale Petroleum was the common parent, and has no liability for taxes under Treasury Regulations Section 1.1502-6 or any similar provision of federal, state, local or foreign law), as a successor, by contract or otherwise. The Acquiring Corporation is not required to make any payments that would be nondeductible under Code Section 280G.

Tax Returns; Taxes. The Acquiring Corporation (a) Except as otherwise disclosed in Schedule 3.12(a), (i) each Company has duly and timely filed (including pursuant to applicable extensions) all material federal, state, county, local and foreign tax returns and reports Tax Returns required to be filed by it, including those with respect to income, payroll, property, withholding, social security, employee benefit plans, unemployment, franchise, excise and sales and use taxes and all such returns and reports are true and correct in all material respects; have either has timely paid in full all taxes that have become Taxes due as reflected on any such return or report and any interest payable and penalties with respect thereto or have fully accrued on its books or have established has made adequate reserves provision in the Financial Statements for all taxes payable but Taxes not yet duedue and payable; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes(ii) no examination, including income taxes and employee withholding tax obligations. No extension audit, investigation or waiver of any statute of limitations administrative or time within which to file any return has been granted to or requested by the Acquiring Corporation judicial proceeding with respect to any tax. No unsatisfied material deficiency, delinquency Tax Return relating to any Taxes of each Company or default for with respect to any tax, assessment Taxes due from or governmental charge has been claimed, proposedwith respect to each Company by any Governmental Entity is currently in progress, threatened or contemplated and no material deficiencies for any Taxes have been proposed or assessed in writing against or with respect to any Taxes due by, Tax Returns of, or any of the Acquiring Corporationassets or properties of, nor has each Company; and there are no Liens with respect to Taxes upon the Acquiring Corporation received notice assets of any such deficiencyCompany, delinquency except with respect to Taxes that are not yet due and payable; and (iii) there is no claim by any jurisdiction in which each Company does not file Tax Returns or default pay Taxes that any Company is required to so file or pay. (in writing b) There are no outstanding agreements, waivers or otherwise). The Acquiring Corporation arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to any Company for any taxable period. (c) No Company (A) is or has no material tax liabilities other than those reflected on the Acquiring Corporation Financial Statements and those arising in the ordinary course of business. The Acquiring Corporation has not ever been a member of an affiliated group filing a consolidated group for tax purposesconsolidated, other than one of which Royale Petroleum was the common parent, and combined or unitary Tax Return or (B) has no any liability for taxes under Taxes of any person arising from the application of Treasury Regulations Regulation Section 1.1502-6 or any similar analogous provision of federal, state, local or foreign law), or as a transferee or successor, by contract, or otherwise. (d) No Company is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or otherwise. The Acquiring Corporation is not required arrangement or any agreement that obligates it to make any payments payment computed by reference to the Taxes, taxable income or taxable losses of any other person. (e) No Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date, (B) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state or local Tax law), (C) installment sale or open transaction dispositions made on or prior to the Closing Date, (D) prepaid amounts received on or prior to the Closing Date, or (E) elections under Section 108(i) of the Code (or any similar provision of other Tax law). No Company will be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code (or any comparable provisions of state, local or foreign law) or for any other reason. (f) No Company has been either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in a distribution occurring during the last five years in which the parties to such distribution treated the distribution as qualifying for tax-free treatment under Section 355 of the Code. (g) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to any Company. (h) No Company has engaged in any transaction that would give rise to a registration obligation with respect to any person under Section 6111 of the Code or the Treasury Regulations thereunder, a list maintenance obligation with respect to any person under Section 6112 of the Code or the Treasury Regulations thereunder, or a disclosure obligation as a “reportable transaction” under Section 6011 of the Code and the Treasury Regulations thereunder. (i) All Taxes required to be nondeductible under Code Section 280G.withheld, collected or deposited by or with respect to any Company have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Tax Authority. (j) Each Company has delivered to the PRGX Parties true and complete copies of all income Tax Returns (together with any agent’s reports and any accountants’ work papers) for any tax year of such Company for which the applicable statute of limitations is open as of the date hereof.

Tax Returns; Taxes. The Acquiring Corporation NextTrip has duly filed all material federal, state, county, local and foreign tax returns and reports Tax Returns required to be filed (if any) by itor on behalf of NextTrip and has paid all Taxes of NextTrip required to have been paid (whether or not reflected on any Tax Return). No Governmental Authority in any jurisdiction has made a claim, including those assertion or threat to NextTrip that NextTrip is or may be subject to taxation by such jurisdiction; there are no Liens with respect to income, payroll, property, withholding, social security, employee benefit plans, unemployment, franchise, excise and sales and use taxes and all such returns and reports are true and correct in all material respects; have either paid in full all taxes that have become due as reflected Taxes on any such return NextTrip’s property or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet dueassets; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxesthere are no Tax rulings, including income taxes and employee withholding tax obligations. No extension requests for rulings, or waiver of any statute of limitations or time within which closing agreements relating to file any return has been granted to or requested by the Acquiring Corporation with respect to any tax. No unsatisfied material deficiency, delinquency or default NextTrip for any tax, assessment period (or governmental charge portion of a period) that would affect any period after the date hereof. All Taxes that NextTrip is or was required by Law to withhold or collect have been withheld and collected and have been timely paid over in the appropriate amounts to the proper Governmental Authority as required by Law. NextTrip has been claimed, proposed, threatened not distributed stock or assessed against the Acquiring Corporationshares of another entity, nor has NextTrip had its shares or stock distributed by another entity, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Acquiring Corporation received notice Code. All related-party transactions involving NextTrip have complied with all transfer pricing requirements in all jurisdictions in which the NextTrip does business, including at arm’s length prices and terms in compliance with Section 482 of the Code. NextTrip has not obtained or sought any such deficiencyTax savings, delinquency Tax deferrals or default (other Tax benefits under the CARES Act. NextTrip has established adequate accruals and reserves, in writing or otherwise)accordance with GAAP, on the NextTrip Financial Statements for all Taxes payable by NextTrip for all taxable periods and portions thereof. The Acquiring Corporation has no material tax liabilities other than those reflected on consummation of the Acquiring Corporation Financial Statements and those arising in the ordinary course of business. The Acquiring Corporation has not been a member of a consolidated group for tax purposes, other than one of which Royale Petroleum was the common parent, and has no liability for taxes under Treasury Regulations Section 1.1502-6 or any similar provision of federal, state, local or foreign law), as a successortransactions contemplated by this Agreement, by contract itself or otherwise. The Acquiring Corporation is together with any other contracts, transactions or events, will not required cause any amounts to make any payments that would fail to be nondeductible under Code deductible for U.S. federal income tax purposes by virtue of Section 280G.280G of the Code.

Tax Returns; Taxes. The Acquiring Corporation Royale Petroleum has duly filed all material federal, state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, employee benefit plans, unemployment, franchise, excise and sales and use taxes and all such returns and reports are true and correct in all material respects; have either paid in full all taxes that have become due as reflected on any such return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by the Acquiring Corporation Royale Petroleum with respect to any tax. No unsatisfied material deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed, threatened or assessed against the Acquiring CorporationRoyale Petroleum (in writing or otherwise), nor has the Acquiring Corporation Royale Petroleum received notice of any such deficiency, delinquency or default (in writing or otherwise)default. The Acquiring Corporation Royale Petroleum has no material tax liabilities other than those reflected on the Acquiring Corporation Royale Petroleum Financial Statements and those arising in the ordinary course of businessbusiness since March 31, 2004. The Acquiring Corporation Royale Petroleum has not been a member of a consolidated group for tax purposes, other than one of which Royale Petroleum was the common parent, and has no liability for taxes under Treasury Regulations Section 1.1502-6 or any similar provision of federal, state, local or foreign law), as a successor, by contract or otherwise. The Acquiring Corporation Royale Petroleum is not required to make any payments that would be nondeductible under Code Section 280G.

Tax Returns; Taxes. The Acquiring Corporation 4.12.1 To the extent that failure to do so would reasonably be expected to have a Material Adverse Effect on the Business or materially and adversely impact Purchaser’s ownership of the Transferred Assets or operation of the Business, Seller has duly (a) paid all Taxes it is required to pay or has provided adequate accruals on its Unaudited Financial Statements for all Taxes it is required to be recorded and (b) filed on a timely basis all material required federal, state, county, local and foreign tax returns returns, estimates, information statements and reports required (collectively, “Returns”) relating to be filed by itany and all Taxes concerning or attributable to the Transferred Assets or the Business, including those and such Returns are true, correct and complete in all material respect, prepared in accordance with applicable Laws. 4.12.2 There are no Liens with respect to incomeany Taxes upon any of the Transferred Assets, payroll, property, withholding, social security, employee benefit plans, unemployment, franchise, excise and sales and use taxes and all such returns and reports are true and correct in all material respects; have either paid in full all taxes that have become due as reflected on any such return or report and any interest and penalties other than with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but to Taxes not yet duedue and payable and fully reflected in, reserved for, or otherwise described in the Unaudited Financial Statements. 4.12.3 To the extent applicable to the Transferred Assets (a) no audit or other examination of any Return of Seller is presently in progress, nor has Seller been notified of any request for such an audit or other examination; (b) no adjustment relating to any Return filed by Seller has been proposed formally or, to the Knowledge of Seller, informally by any tax authority to Seller or any representative thereof; (c) no claim has ever been made by an authority in a jurisdiction where Seller does not file Returns that it is or may be subject to taxation by that jurisdiction; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or (d) Seller has not executed any outstanding waiver of any statute of limitations on or time within which extension of the period for the assessment of collection of any Tax. The transactions contemplated by this Agreement will not give rise to file the assertion of any return has been granted to or requested by the Acquiring Corporation with respect to any tax. No unsatisfied material deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed, threatened or assessed additional Taxes against the Acquiring Corporation, nor has assets of the Acquiring Corporation received notice of any such deficiency, delinquency or default (in writing or otherwise). The Acquiring Corporation has no material tax liabilities other than those reflected on the Acquiring Corporation Financial Statements and those arising in the ordinary course of business. The Acquiring Corporation has not been a member of a consolidated group for tax purposes, other than one of which Royale Petroleum was the common parent, and has no liability for taxes under Treasury Regulations Section 1.1502-6 or any similar provision of federal, state, local or foreign law), as a successor, by contract or otherwise. The Acquiring Corporation is not required to make any payments that would be nondeductible under Code Section 280G.Business.

Tax Returns; Taxes. The Acquiring Corporation (a) Citizens has duly filed or will file when due (i) all material federal, state, county, local required federal and foreign state tax returns and reports, and (ii) all required returns and reports required to be filed by it, including those of other governmental units having jurisdiction with respect to taxes imposed upon its income, payrollproperties, propertyrevenues, withholdingfranchises, social securityoperations or other assets or taxes imposed which might create a lien or encumbrance on any of such assets or affect adversely its business or operations. Such returns or reports are, employee benefit plansand when filed will be, unemploymenttrue, franchisecomplete and correct, excise and sales and use Citizens has paid, or will pay with respect to returns or reports not yet filed because not yet due, to the extent such taxes or other governmental charges have become due, all taxes and all other governmental charges set forth in such returns or reports. All federal, state and reports are true local taxes and correct in all material respects; other governmental charges paid or payable by Citizens have either paid in full all taxes that have become due as reflected on any such return or report and any interest and penalties with respect thereto been paid, or have fully been accrued or reserved on its books or have established adequate in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods. Adequate reserves for the payment of taxes have been established on the books of Citizens for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Citizens shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with GAAP applied on a basis consistent with prior periods. Citizens has not received any notice of a tax deficiency or assessment of additional taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute kind and, to the knowledge of limitations the officers of Citizens (collectively, "Citizens Management"), there is no threatened claim against Citizens, or time within which to file any return has been granted to or requested by the Acquiring Corporation with respect to any tax. No unsatisfied material deficiency, delinquency or default basis for any taxsuch claim, assessment or governmental charge has been claimed, proposed, threatened or assessed against the Acquiring Corporation, nor has the Acquiring Corporation received notice for payment of any such deficiency, delinquency or default (in writing or otherwise). The Acquiring Corporation has no material tax liabilities other than those reflected on the Acquiring Corporation Financial Statements and those arising in the ordinary course of business. The Acquiring Corporation has not been a member of a consolidated group for tax purposes, other than one of which Royale Petroleum was the common parent, and has no liability for taxes under Treasury Regulations Section 1.1502-6 or any similar provision of additional federal, state, local or foreign law), as a successor, taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the 1996 Citizens Financial Statements described in Section 4.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by contract or otherwiseCitizens for the extension of time for the assessment of any taxes. The Acquiring Corporation is federal income tax returns of Citizens have not required been examined by the Internal Revenue Service for any period since January 1, 1993. (b) Except as set forth in the Citizens Disclosure Memorandum, proper and accurate amounts have been withheld by Citizens from its employees for all periods in full and complete compliance with the tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by Citizens for all periods for which returns were due with respect to make any payments that would withholding, social security and unemployment taxes, and the amounts shown thereon to be nondeductible under Code Section 280G.due and payable have been paid in full.

Tax Returns; Taxes. The Acquiring Corporation Mizar (a) has duly filed all U.S. federal and ------------------ material federal, state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, employee benefit plans, unemployment, franchise, excise and sales and use taxes and all such returns and reports are true and correct in all material respects; have (b) has either paid in full all taxes that have become due as reflected on any such return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have (c) has made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by the Acquiring Corporation Mizar with respect to any tax, except that Mizar has been granted extensions for the filing of its federal tax returns for the year ended June 30, 1997, and its Texas franchise taxes are paid pursuant to a valid extension agreement. No unsatisfied material deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed, threatened proposed or assessed against the Acquiring CorporationMizar, nor has the Acquiring Corporation Mizar received notice of any such deficiency, delinquency or default (in writing or otherwise)default. The Acquiring Corporation Mizar has no material tax liabilities other than those reflected on the Acquiring Corporation Financial Statements Mizar Balance Sheet and those arising in the ordinary course of businessbusiness since the date thereof. Mizar will make available to LSI true, complete and correct copies of Mizar's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by LSI. The Acquiring Corporation has not U.S. federal income tax liabilities of Mizar have been a member of a consolidated group paid for tax purposesall fiscal years up to and including the year ended June 30, other than one of which Royale Petroleum was the common parent, and has no liability for taxes under Treasury Regulations Section 1.1502-6 or any similar provision of federal, state, local or foreign law), as a successor, by contract or otherwise. The Acquiring Corporation is not required to make any payments that would be nondeductible under Code Section 280G.1997.

Tax Returns; Taxes. The Acquiring Corporation CADI has duly filed all U.S. federal and material federal, state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, employee benefit plans, unemployment, franchise, excise and sales and use taxes and all such returns and reports are true and correct in all material respects; have has either paid in full all taxes that have become due as reflected on any such return or report and any interest and penalties with respect thereto or have has fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have has made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by the Acquiring Corporation CADI with respect to any tax. No unsatisfied material deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed, threatened proposed or assessed against the Acquiring CorporationCADI, nor has the Acquiring Corporation CADI received notice of any such deficiency, delinquency or default (in writing or otherwise)default. The Acquiring Corporation CADI has no material tax liabilities other than those reflected on the Acquiring Corporation CADI Financial Statements and those arising in the ordinary course of businessbusiness since the date thereof. The Acquiring Corporation has not been a member CADI will make available to MEDY true, complete and correct copies of a CADI's consolidated group U.S. federal tax returns for the last three years and make available such other tax purposes, other than one returns requested by MEDY. There is no dispute or claim concerning any tax liability of which Royale Petroleum was the common parent, and has no liability for taxes under Treasury Regulations Section 1.1502-6 CADI or any similar provision of federal, state, local its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which CADI has received notice concerning a potential audit of any return filed by CADI; and (c) there is no outstanding audit or foreign law), as a successor, pending audit of any tax return filed by contract or otherwise. The Acquiring Corporation is not required to make any payments that would be nondeductible under Code Section 280G.CADI.