Common use of Tax Returns Clause in Contracts

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 14 contracts

Samples: www.sec.gov, www.sec.gov, Credit Agreement (Raytheon Co/)

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Tax Returns. Each of the Such Borrower and the its Subsidiaries has have filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has have paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves are maintained in accordance with GAAP.

Appears in 13 contracts

Samples: Revolving Credit Agreement (Alcoa Inc), Revolving Credit Agreement (Alcoa Inc), Revolving Credit Agreement (Alcoa Inc)

Tax Returns. Each of the The Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials which, to its knowledge, are required to have been be filed by it and has paid or caused to be paid all taxes as shown to be due and payable by it on such returns and all assessments or on any assessment received by itit to the extent that such taxes have become due, except taxes that are the validity of which is being contested in good faith by appropriate proceedings and for with respect to which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate such reserves as are required in accordance with GAAPgenerally accepted accounting principles with respect to any such tax.

Appears in 11 contracts

Samples: Intra Group Green Loan Agreement (Avangrid, Inc.), Intra Group Green Loan Agreement (Avangrid, Inc.), Intra Group Green Loan Agreement (Avangrid, Inc.)

Tax Returns. Each of Holdings, the Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 10 contracts

Samples: Second Lien Credit Agreement (STR Holdings, Inc.), First Lien Credit Agreement (STR Holdings LLC), Second Lien Credit Agreement (STR Holdings LLC)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 8 contracts

Samples: Credit Agreement (Allegiant Travel CO), Credit Agreement (Oak Industries Inc), Credit Agreement (Ryder TRS Inc)

Tax Returns. Each of the Holdings, the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 8 contracts

Samples: Credit Agreement (Cb Richard Ellis Group Inc), Credit Agreement (Cbre Holding Inc), Credit Agreement (Malek Frederic V)

Tax Returns. Each of the Borrower and each of the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 8 contracts

Samples: Credit Agreement (Atp Oil & Gas Corp), Second Lien Credit Agreement (Atp Oil & Gas Corp), Credit Agreement (Atp Oil & Gas Corp)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 7 contracts

Samples: Revolving Credit Facility Agreement (Scripps E W Co /De), Credit Facility Agreement (Scripps E W Co /De), Day Competitive Advance And (Scripps E W Co /De)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings diligently pursued and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPGAAP have been set aside on its financial statements.

Appears in 7 contracts

Samples: Credit Agreement (Robbins & Myers Inc), Credit Agreement (Robbins & Myers Inc), Credit Agreement (Robbins & Myers Inc)

Tax Returns. Each of the such Borrower and the its Subsidiaries has filed or caused to be filed all Federal material Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the such Borrower or such SubsidiariesSubsidiary, as applicablethe case may be, shall have set aside on its books adequate reserves in accordance with GAAPappropriate reserves.

Appears in 7 contracts

Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co), Credit Facility Agreement (Weyerhaeuser Co), Credit Facility Agreement (Weyerhaeuser Co)

Tax Returns. Each of the Such Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials which, to its knowledge, are required to have been be filed by it and has paid or caused to be paid all taxes as shown to be due and payable by it on such returns and all assessments or on any assessment received by itit to the extent that such taxes have become due, except taxes that are the validity of which is being contested in good faith by appropriate proceedings and for with respect to which the such Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate such reserves as are required in accordance with GAAPgenerally accepted accounting principles with respect to any such tax.

Appears in 6 contracts

Samples: Revolving Credit Agreement (Avangrid, Inc.), Revolving Credit Agreement (Avangrid, Inc.), Revolving Credit Agreement

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 5 contracts

Samples: Credit Agreement, Credit Agreement, Credit Agreement

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves (in accordance with GAAPGAAP accounting requirements) adequate reserves.

Appears in 5 contracts

Samples: Credit Agreement (Danbury Pharmacal Puerto Rico Inc), Credit Agreement (Schein Pharmaceutical Inc), Conversion Notes Registration Rights Agreement (Schein Pharmaceutical Inc)

Tax Returns. Each of the Borrower Borrowers and the Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the a Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 5 contracts

Samples: Credit Agreement (Popular Inc), Credit Agreement (Popular Inc), Credit Agreement (Popular Inc)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, a Subsidiary shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 4 contracts

Samples: Senior Unsecured Term Loan Agreement (Scripps Networks Interactive, Inc.), First Amendment (Scripps Networks Interactive, Inc.), Year Competitive Advance And (Scripps Networks Interactive, Inc.)

Tax Returns. Each of the Borrower Borrowers and the Restricted ------------ Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the appropriate Borrower or such Subsidiaries, as applicable, Restricted Subsidiary shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 4 contracts

Samples: Credit Agreement (Penney J C Funding Corp), Day Revolving Credit Agreement (Penney J C Funding Corp), Revolving Credit Agreement (Penney J C Funding Corp)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all other material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all Federal and all other material taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (King Pharmaceuticals Inc), Credit Agreement (Alpharma Inc), Credit Agreement (King Pharmaceuticals Inc)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by itit (in each case giving effect to applicable extensions), except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 3 contracts

Samples: Tranche C Credit Agreement (Terex Corp), Amendment Agreement (Terex Corp), Tranche C Credit Agreement (Terex Corp)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments that are due and payable received by it, except taxes or assessments that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 3 contracts

Samples: Credit Agreement (Raytheon Co/), Credit Agreement (Raytheon Co/), Credit Agreement (Raytheon Co/)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all assessments received by it, except (a) as set forth on Schedule 3.14 and (b) taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 3 contracts

Samples: Credit Agreement (Deltek, Inc), Credit Agreement (Deltek, Inc), Credit Agreement (Deltek, Inc)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal material Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicablethe case may be, shall have set aside on its books adequate reserves in accordance with GAAPappropriate reserves.

Appears in 3 contracts

Samples: Term Loan Agreement, Term Loan Agreement (Weyerhaeuser Co), Term Loan Agreement (Weyerhaeuser Co)

Tax Returns. Each of the The Borrower and the its Subsidiaries has have filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPSection 5.3.

Appears in 3 contracts

Samples: Credit Agreement (Birner Dental Management Services Inc), Credit Agreement (Birner Dental Management Services Inc), Credit Agreement (Birner Dental Management Services Inc)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except (i) taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves and (ii) where such failure to file or pay would not reasonably be expected to result in accordance with GAAPa Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Citizens Communications Co), Credit Facility Agreement (Citizens Communications Co), Citizens Communications Co

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal tax returns and all material material, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 3 contracts

Samples: Credit Agreement (Sola International Inc), Landlord Access Agreement (Sola International Inc), Credit Agreement (Sola International Inc)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all material assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 3 contracts

Samples: Credit Agreement (Anteon International Corp), Credit Agreement (Johnstown America Industries Inc), Credit Agreement (Anteon International Corp)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Weight Watchers International Inc), Second Lien Credit Agreement (Weight Watchers International Inc)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign other tax returns or materials required to have been filed by it and has paid or paid, caused to be paid paid, or made provisions for the payment of all taxes shown to be due and payable by it on such returns and all material assessments received by it, except such taxes and assessments that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves books, in accordance with GAAP, adequate reserves.

Appears in 2 contracts

Samples: Senior Subordinated Loan Agreement (Geokinetics Inc), Senior Subordinated Loan Agreement (Avista Capital Partners, L.P.)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Agreement (Citizens Communications Co), Citizens Utilities Co

Tax Returns. Each of the Borrower Borrowers and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax Tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be Taxes due and payable by it on such returns and all assessments received by it, except taxes for immaterial filings and amounts and Taxes that are being contested in good faith by appropriate proceedings and for which the such Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Credit Agreement (Corel Corp), Credit Agreement (Corel Corp)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 2 contracts

Samples: Credit Agreement (Cross Country Healthcare Inc), Credit Agreement (Cross Country Inc)

Tax Returns. Each of the Borrower and the Subsidiaries ------------ has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, Subsidiary shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Credit Agreement (Sunburst Hospitality Corp), Credit Facilities Agreement (Choice Hotels International Inc /De)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material federal, state, local and foreign tax Tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be Taxes due and payable by it on such returns and all assessments received by it, except taxes Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have has set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Credit Agreement (Alon USA Energy, Inc.), Credit Agreement (Alon USA Energy, Inc.)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except for immaterial filings and amounts and taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Credit Agreement (Alion Science & Technology Corp), Bridge Loan Agreement (Alion Science & Technology Corp)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, Subsidiary shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Agreement (Choice Hotels Holdings Inc), Competitive Advance and Multi (Choice Hotels Holdings Inc)

Tax Returns. Each of the Borrower and the Subsidiaries its subsidiaries has filed or caused to be filed all Federal and all material federal, state, local and foreign tax Tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be Taxes due and payable by it on such returns and all assessments received by it, except taxes Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiariessubsidiary, as applicable, shall have has set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Credit Agreement (Alon USA Energy, Inc.), Credit Agreement (Alon Refining Krotz Springs, Inc.)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material U.S. Federal, state, local and foreign non-U.S. tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except for immaterial filings and amounts and taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be Taxes due and payable by it on such returns and all assessments received by it, except taxes (a) Taxes or assessments that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in accordance with GAAPa Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Wellcare Health Plans, Inc.), Credit Agreement (Wellcare Health Plans, Inc.)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except (a) taxes or assessments that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in accordance with GAAPa Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Wellcare Health Plans, Inc.), Credit Agreement (Wellcare Health Plans, Inc.)

Tax Returns. Each of the Borrower and the Restricted Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, and material local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesRestricted Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Credit Agreement (On Command Corp), Credit Agreement (On Command Corp)

Tax Returns. Each of Allied, the Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, state and all other material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which Allied, the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 2 contracts

Samples: Credit Agreement (Allied Waste Industries Inc), Credit Agreement (Allied Waste Industries Inc)

Tax Returns. Each of the Borrower Borrowers and the Subsidiaries has filed or caused to be filed all Federal Federal, foreign, state and all local income and other material state, local and foreign tax returns or materials required to have been filed by it or with respect to it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it or with respect to it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have it has set aside on its books adequate reserves in accordance with U.S. or Canadian GAAP, as applicable.

Appears in 2 contracts

Samples: Credit Agreement (Stone Container Corp), Credit Agreement (Stone Container Corp)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPand except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Carrizo Oil & Gas Inc)

Tax Returns. Each of the Borrower Borrower, and each Subsidiary of the Subsidiaries Borrower, has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or the Target or such SubsidiariesSubsidiary of the Borrower, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (Jw Childs Equity Partners L P)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, state and all local income and other material state, local and foreign tax returns or materials required to have been filed by it or with respect to it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it or with respect to it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have has set aside on its books adequate reserves in accordance with GAAP.

Appears in 1 contract

Samples: Credit Agreement (Eckerd Corp)

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Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (King Pharmaceuticals Inc)

Tax Returns. Each of the Borrower and the Subsidiaries has The Borrowers have filed or caused to be filed all Federal federal, state and all material state, local and foreign tax returns or materials that are required to be filed and have been filed by it and has paid or caused to be paid all taxes as shown to be due and payable by it on such returns and all assessments or on any assessment received by itany of them to the extent that such taxes have become due, except taxes that are the validity of which is being contested in good faith by appropriate proceedings and for with respect to which the Borrower or such Subsidiaries, as applicable, shall Borrowers have set aside on its their respective books adequate reserves reserves, if any, required in accordance with GAAPGenerally Accepted Accounting Principles.

Appears in 1 contract

Samples: Credit Agreement (Plasti Line Inc /Tn/)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except (i) taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves and (ii) where such failure to file or pay would not reasonably be expected to result in accordance with GAAPa Material Adverse Affect.

Appears in 1 contract

Samples: Loan Agreement (Citizens Communications Co)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all material written assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (GSV Inc /Fl/)

Tax Returns. Each of the The Borrower and each of the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 1 contract

Samples: Credit Agreement (Century Maintenance Supply Inc)

Tax Returns. Each of the Borrower and the Subsidiaries its subsidiaries has filed or caused to be filed all Federal and all material federal, state, local and foreign tax Tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be Taxes due and payable by it on such returns and all assessments received by it, except taxes Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiariessubsidiary, as applicable, shall have has set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (Alon USA Energy, Inc.)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials reports required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns returns, and all other material taxes or assessments received by itthat are due and payable, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves as determined in accordance with GAAP.

Appears in 1 contract

Samples: Credit Agreement (Avadim Health, Inc.)

Tax Returns. Each of the The Borrower and each of the Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicablethe case may be, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (Aliant Communications Co)

Tax Returns. Each of the Borrower Borrower, Inland and the Subsidiaries their respective subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax Tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be Taxes due and payable by it on such returns and all assessments received by it, except taxes Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower Borrower, Inland or such Subsidiariessubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (Ispat Inland Inc)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, and local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except (i) taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves and (ii) where such failure to file or pay would not reasonably be expected to result in accordance with GAAPa Material Adverse Effect.

Appears in 1 contract

Samples: Loan Agreement (Citizens Communications Co)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax Tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be Taxes due and payable by it on such returns and all assessments received by it, except taxes Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (Ener1 Inc)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all other material state, 63 local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all Federal and all other material taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 1 contract

Samples: Credit Agreement (King Pharmaceuticals Inc)

Tax Returns. Each of the The Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials which, to the knowledge of the Borrower, are required to have been be filed by it and has paid or caused to be paid all taxes as shown to be due and payable by it on such returns and all assessments or on any assessment received by itit to the extent that such taxes have become due, except such taxes that the amount, applicability or validity of which are being contested in good faith by appropriate proceedings and for with respect to which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with respect to such taxes as are required by GAAP.

Appears in 1 contract

Samples: Loan and Security Agreement (American Communications Services Inc)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign other tax returns or materials required to have been filed by it and has paid or paid, caused to be paid paid, or made provisions for the payment of all taxes shown to be due and payable by it on such returns and all material assessments received by it, except such taxes and assessments that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves books, in accordance with GAAP, adequate reserves.

Appears in 1 contract

Samples: Bridge Loan Agreement (Allis Chalmers Energy Inc.)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal 43 39 Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Scripps E W Co /De

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal material Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it with a Governmental Authority and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (Rotech Healthcare Inc)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal Federal, foreign, state and all local income and other material state, local and foreign tax returns or materials required to have been filed by it or with respect to it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it or with respect to it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have it has set aside on its books adequate reserves in accordance with GAAP.

Appears in 1 contract

Samples: Credit Agreement (Stone Container Corp)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal material Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the such Borrower or such SubsidiariesSubsidiary, as applicablethe case may be, shall have set aside on its books adequate reserves in accordance with GAAPappropriate reserves.

Appears in 1 contract

Samples: Credit Facility Agreement (Weyerhaeuser Co)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, Subsidiary shall have set aside on its respective books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (U Haul International Inc)

Tax Returns. Each of Connector, the Borrower and the other Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which Connector, the Borrower or such Subsidiariesother Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves. SECTION 3.15.

Appears in 1 contract

Samples: Oak Industries Inc

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal income tax and all other material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown on such returns to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (LTV Corp)

Tax Returns. Each of the The Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by itit except taxes, except taxes assessments, fees, liabilities, penalties or charges that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Appears in 1 contract

Samples: Term Loan Agreement (International Business Machines Corp)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal Federal, state and all local income and other material state, local and foreign tax returns or materials required to have been filed by it or with respect to it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it or with respect to it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have it has set aside on its books adequate reserves in accordance with GAAP.

Appears in 1 contract

Samples: Credit Agreement (Kroger Co)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal tax returns and all material material, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid or reserved all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPand except as set forth on Schedule 3.14.

Appears in 1 contract

Samples: Credit Agreement (Actuant Corp)

Tax Returns. Each of the Borrower and the Subsidiaries has filed (or caused to be filed filed) all Federal income and all material material, state, local and foreign tax returns or materials required to have been filed by it and has paid (or caused to be paid paid) all material taxes shown to be due and payable by it on such returns and all material assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves.

Appears in 1 contract

Samples: Credit Agreement (Sun Healthcare Group Inc)

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal Federal, state and all material state, local and foreign tax returns or materials required to have been be filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in subject to a good faith by appropriate proceedings contest and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves have been established in accordance with GAAPGenerally Accepted Accounting Principles.

Appears in 1 contract

Samples: Secured Revolving Credit Agreement (California Steel Industries Inc)

Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAPreserves. SECTION 3.15.

Appears in 1 contract

Samples: Oak Industries Inc

Tax Returns. Each of the Borrower and the its Subsidiaries has filed or caused to be filed all Federal material Federal, state and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes shown to be due and payable by it on such returns and all or on any assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such SubsidiariesSubsidiary, as applicablethe case may be, shall have set aside on its books adequate reserves in accordance with GAAPappropriate reserves.

Appears in 1 contract

Samples: Credit Agreement (Weyerhaeuser Co)

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