Tax Status; Sale Treatment. The Seller has (i) filed all tax returns (federal, state and local) required to be filed relating to the Receivables and Related Assets, (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (except for taxes, assessments or other governmental charges that are being contested in good faith by the Seller through appropriate proceedings and with respect to which adequate reserves have been maintained in accordance with GAAP) relating to the Receivables and Related Assets, and (iii) accounted for each sale of Receivables and Related Assets hereunder in its books and financial statements as sales, consistent with GAAP.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Imperial Holdings, Inc.), Purchase and Sale Agreement (Imperial Holdings, Inc.)
Tax Status; Sale Treatment. The Seller has (i) filed all material tax returns (federal, state and local) required to be filed relating to the Receivables and Related Assets, (ii) paid or made adequate provision for the payment of all material taxes, assessments and other governmental charges (charges, except for such taxes, assessments or and other governmental charges that charges, if any, as are being contested in good faith by the Seller through appropriate proceedings and with respect as to which adequate reserves have been established and maintained in accordance with GAAP) relating , and, except for the failure to file tax returns and/or pay taxes which failures do not, in the Receivables and Related Assetsaggregate, have a Material Adverse Effect and (iiiii) accounted for each sale of Receivables and Related the Transferred Assets hereunder hereunder, in its books and financial statements as salessales (other than for income tax purposes), consistent with GAAP.
Appears in 2 contracts
Samples: Receivables Sale and Contribution Agreement (NBCUniversal Media, LLC), Receivables Sale and Contribution Agreement (NBCUniversal Media, LLC)
Tax Status; Sale Treatment. The Seller has (i) filed all tax returns (federal, state and local) required to be filed relating to the Receivables and Related Assets, (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (except for taxes, assessments or other governmental charges that are being contested in good faith by the Seller through appropriate proceedings and with respect to which adequate reserves have been maintained in accordance with GAAP) relating to the Receivables and Related Assets, and (iii) accounted for each sale and contribution of Receivables and Related Assets hereunder in its books and financial statements as sales, consistent with GAAP.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Imperial Holdings, Inc.)