Taxes and Filings. With respect to each Transferred Employee (U.S.), the Parties shall, or shall cause their respective Affiliates to, (i) treat Purchaser or its applicable Affiliate as a “successor employer” and Seller Parent or its applicable Affiliate as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of Taxes imposed under the U.S. Federal Insurance Contributions Act, as amended (“FICA”), or the U.S. Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid the restart of FICA and FUTA upon or following the Closing with respect to each such Transferred Employee for the year during which the Closing occurs, and (iii) implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53, including with respect to the filing of all applicable forms (including Form 941). In addition, with respect to each Transferred Employee (U.S.), Purchaser shall be responsible for the filing of Form 1095-C in respect of the year in which the Closing occurs. In accordance with Section 6.5(c), Seller Parent and its Affiliates shall be entitled to any Tax deduction available in respect of all compensation and benefit-related Liabilities that it retains pursuant to this Section 6.6.
Taxes and Filings. The Company shall pay all taxes payable with respect to the issuance of the Membership Interests and shall make all appropriate filings required to be made by the Company with respect to the transactions contemplated by this Agreement.
Taxes and Filings. The Company shall pay all original issuance, transfer, stamp and other similar taxes payable in respect of the issuance of the Common Shares; provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any Common Shares in a name other than that of a Purchaser, and the Company shall have no obligation to make any such issuance or delivery unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established to the reasonable satisfaction of the Company that such tax has been or will be paid. The Company shall make all appropriate filings required to be made under the laws of Delaware and any other jurisdiction with respect to the transactions contemplated by this Agreement.
Taxes and Filings. The Parties hereby acknowledge and agree that (a) the members of the Pluto Group shall be solely responsible for all obligations relating to reporting of Employment Taxes to the appropriate Governmental Authority, remitting the amounts of any such Employment Taxes required to be withheld or paid to the appropriate Governmental Authority and any regulatory filing obligation, in each case, related to any compensation or benefits that are required to be paid or provided by a member of the Pluto Group pursuant to this Agreement, and (b) the members of the Spinco Group shall be solely responsible for all obligations relating to reporting of Employment Taxes to the appropriate Governmental Authority, remitting the amounts of any such Employment Taxes required to be withheld or paid to the appropriate Governmental Authority and any regulatory filing obligation, in each case, related to any compensation or benefits that are required to be paid or provided by a member of the Spinco Group pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Pluto Group or the Spinco Group, as applicable, pays or incurs a cost, expense or other Liability that is, or has been made pursuant to this Agreement, the responsibility of the other Group, the amount subject to reimbursement in accordance with Section 14.05 shall include the amount of Employment Taxes paid by the first Group in satisfying such obligation. In addition, with respect to each Spinco Employee and Former Spinco Employee, the Spinco Group shall be responsible for the filing of Form W-2 and Form 1095-C (to the extent applicable to such Spinco Employee or Former Spinco Employee) in respect of the year in which the Distribution Time occurs. Further, in accordance with and subject to the terms of the Tax Matters Agreement, the Pluto Group shall be entitled to any Tax deduction available in respect of all Liabilities related to compensation or benefits that it retains or assumes pursuant to this Agreement, and the Spinco Group shall be entitled to any Tax deduction available in respect of all Liabilities related to compensation or benefits that it retains or assumes pursuant to this Agreement. In the event that the treatment specified in this Section 14.06 does not comply with applicable Law or results in adverse Tax consequences to the Parties or any Employees or Former Employees, the Parties agree to negotiate in good faith alternative treatment that complies with applicable Law and does not r...
Taxes and Filings. All material income and other Tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by the Corporation have been timely filed with the appropriate Governmental Authority and all such returns are true, complete and correct in all material respects. All material Taxes required to have been paid by the Corporation (whether or not shown on any tax return) have been timely paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for non-payment thereof (or any such fine, penalty, interest, late charge or loss has been paid). Proper and accurate amounts (in all material respects) have been withheld by the Corporation from payments to its employees, customers and other applicable payees for all periods in full in all material respects as required by all Applicable Laws and such withholdings have been timely paid (in all material respects) to the respective Governmental Authorities. No material audit, action, investigation, deficiencies, litigation, proposed adjustments or other matters in controversy related to Taxes of the Corporation presently exist or have been asserted or threatened, and the Corporation is not a party to any material action or proceeding for assessment or collection of Taxes and no such material event has been asserted or, to the knowledge of the Corporation, threatened against the Corporation or any of its assets. There are no currently effective material elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes, or of the filing of any Tax return or any payment of Taxes by the Corporation.
Taxes and Filings. All material tax returns, reports and statements, including information returns, required by any governmental authority to be filed by it have been filed with the appropriate governmental authority and all taxes have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for non-payment thereof (or any such fine, penalty, interest, late charge or loss has been paid). Proper and accurate amounts have been withheld by it from payments to its employees, customers and other applicable payees for all periods in full as required by all Applicable Laws and such withholdings have been timely paid to the respective governmental authorities;
Taxes and Filings. The Corporation has filed or caused to be filed, within the times and within the manner prescribed by law, all federal, provincial, local and foreign tax returns and tax reports which are required to be filed by it. Such returns and reports reflect accurately all liability for taxes for the periods covered thereby and full, true and complete copies of such returns and reports for the past 3 fiscal years have been provided to the Buyer. To their knowledge all federal, provincial, local and foreign income, profits, franchise, sales, use, occupancy, excise and other taxes and assessments (including interest and penalties) payable by or due from the Corporation have been fully paid or are adequately disclosed and fully provided for in the books and records and the Financial Statements or the Interim Financial Statements (except as set forth in Section 3.23(b) above) as the case may be. The federal income tax liability of the Corporation has been assessed for all fiscal years up to but excluding its current fiscal year. No field audit of any tax return is currently in progress nor has the Corporation been notified in writing that any tax returns previously filed by it will be subject to reassessment. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of the Corporation, except in respect of the fiscal years 1991 through 1993. The Buyer acknowledges that in 1997 a scientific research and experimental development tax credit claim of the Predecessor Corporation for the fiscal year ended November 30, 1995 and the prior years was reassessed (and details of such reassessment have been provided to the Buyer) by Revenue Canada, Taxation and that the corresponding Ontario and Alberta claims have not yet been assessed by the Ontario and Alberta Ministries of Revenue and the amount of such claims may be reduced upon such assessments. The Corporation records scientific research and experimental development tax credits on its financial statements only when and to the extent the same was applied against income taxes otherwise payable and the future tax benefit to the Corporation regarding such claims is not recorded on the Financial Statements or the Interim Financial Statements. The Buyer agrees that neither the Seller nor the Principals shall have any liability pursuant to this Section 3.27 in respect of assessments or potential reassessments of federal or provincial scientific research and experimental ...
Taxes and Filings. Except as disclosed in the Disclosure Schedule, all Taxes due and payable by any Obligor, have been paid except where the failure to pay such Taxes would not reasonably be expected to result in a Material Adverse Change. All Tax Returns, declarations, remittances and filings required to be filed by any Obligor have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings did not contain a misrepresentation as at the respective dates thereof except where the failure to file such documents or such misrepresentation would not reasonably be expected to have a Material Adverse Change. To the knowledge of each Obligor, no examination of any Tax Return of such Obligor is currently in progress and there are no issues or disputes outstanding with or threatened by any governmental authority respecting any Taxes that have been paid, or may be payable, by such Obligor.
Taxes and Filings. All Taxes due and payable by the Borrower, have been paid except where the failure to pay such Taxes would not reasonably be expected to result in a Material Adverse Change. All Tax Returns, declarations, remittances and filings required to be filed by the Borrower have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings did not contain a misrepresentation as at the respective dates thereof except where the failure to file such documents or such misrepresentation would not reasonably be expected to have a Material Adverse Change. To the knowledge of the Borrower, no examination of any Tax Return of the Borrower is currently in progress and there are no issues or disputes outstanding with or threatened by any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Borrower.
Taxes and Filings. (a) To the Knowledge of the Seller, the Telemig/Amazônia Companies have timely filed, or caused to be filed, taking into account any valid extensions of due dates, completely and accurately, (i) all material federal, state and local tax or information returns (including estimated tax returns) required under the statutes, rules or regulations of such jurisdictions to be filed by or behalf of the Telemig/Amazônia Companies and (ii) all reports, applications, renewals, updates, extensions, or other filings required to be filed or submitted to any Governmental Authority with respect to any of the Telemig/Amazônia Companies. To the Knowledge of the Seller except for the Taxes in stage of discussion with any Governmental Authority and set forth in Schedule 3.10. hereto, no deficiency in the payment of material Taxes by any of the Telemig/Amazônia Companies for any period has been asserted in writing by any Taxing Authority and remains unsettled at the date of this Agreement.
