Taxes and Tax Matters. (a) The Company and each Company Subsidiary have paid, or reserved in accordance with GAAP, all Taxes due and payable by any of them for or with respect to all periods up to and including the date hereof (without regard to whether or not such Taxes are or were disputed), whether or not shown on any Tax Return.
(b) The Company and each Company Subsidiary have filed on a timely basis all material Company Tax Returns that it was required to file. All such Company Tax Returns were accurate and complete in all material respects. None of Company or any Company Subsidiary is the beneficiary of any extension of time within which to file any Tax Return which has not yet been filed. No written claim has ever been made (which has not been satisfactorily resolved) by an authority in a jurisdiction where Company or any Company Subsidiary does not file Company Tax Returns that any one of them is or may be subject to taxation by that jurisdiction. None of Company or any Company Subsidiary has given any currently effective waiver of any statute of limitations in respect of Taxes or agreed to any currently effective extension of time with respect to a Tax assessment or deficiency. There are no security interests on any of the assets of Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax except for Permitted Encumbrances.
(c) Company and each Company Subsidiary has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.
(d) None of Company or any Company Subsidiary has knowledge of any facts or circumstances which could give rise to a reasonable expectation that any authority may assess any additional Taxes for any period for which Company Tax Returns have been filed. There is no dispute or claim concerning any liability for Taxes of Company or any Company Subsidiary either (i) claimed or raised by any authority in writing or (ii) as to which Company has knowledge based upon personal contact with any agent of such authority. Company and each Company Subsidiary has delivered to the Acquiror copies of, and Section 3.16 of the Company Disclosure Letter sets forth a complete and accurate list of, Company Tax Returns filed with respect to the taxable periods of Company and any Company Subsidiary ended on or after December 31, 1996; indicates those Company Tax Returns that hav...
Taxes and Tax Matters. (a) The Company and each Subsidiary has:
(i) paid or caused to be paid all Taxes required to be paid by it (including but not limited to any Taxes shown due on any Tax Return); and
(ii) filed or caused to be filed all Tax Returns required to be filed by it with the appropriate taxing authority in all jurisdictions in which such Tax Returns are required to be filed (and all Tax Returns filed on behalf of the Company were true, complete and correct).
(b) Except as set forth in Schedule 5.15(b),
(i) neither the Company nor any Subsidiary has been notified by the IRS or any other taxing authority that any issues have been raised by the IRS or any other taxing authority in connection with (A) any Taxes owed by the Company or any Subsidiary or (B) any Tax Return filed by or on behalf of the Company or any Subsidiary;
(ii) there are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to the Company or any Subsidiary;
(iii) there are no Encumbrances on the assets of the Company or any Subsidiary with respect to Taxes, except for Encumbrances for current Taxes not yet due and payable for which adequate reserves have been provided for in the latest balance sheet of the Company;
(iv) no unresolved deficiencies or additions to Taxes have been proposed, asserted, or assessed against the Company or any Subsidiary and no claim has been made during the past five years by any Governmental Body in a jurisdiction where neither the Company nor any of its Subsidiaries filed Tax Returns or paid Taxes that it is or may be subject to any taxation by that jurisdiction;
(v) the charges, accruals and reserves for Taxes (rather than any reserve for deferred Taxes established to reflect timing difference between book and Tax income), reflected in the most recent balance sheet of the Company (rather than any notes thereto) are adequate to cover all unpaid Taxes of the Company and the Subsidiaries. All reserves for Taxes as adjusted for operations and transactions and the passage of time through the Effective Time in accordance with past custom and practice of the Company and the Subsidiaries are adequate to cover all unpaid Taxes of the Company and the Subsidiaries accruing through the Effective Time;
(vi) the Company and each Subsidiary has complied with all applicable requirements relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees);
(vii) neither the Company ...
Taxes and Tax Matters. 18 SECTION 3.17 Insurance........................................................................20 SECTION 3.18 Arrangements With Related Parties................................................20 SECTION 3.19
Taxes and Tax Matters. 13 4.9 Employee Retirement Income Security Act of 1974.......................................14 4.10 Insurance.............................................................................17 4.11
Taxes and Tax Matters. Except as set forth on Schedule 2.16 of the Seller Disclosure Schedules:
(a) All Business Tax Returns required to be filed by the Seller have been duly and timely filed (taking into account applicable extensions) and all such Business Tax Returns are true, correct and complete, in each case. All Taxes with respect to the Business which are due or claimed to be due by any Taxing authority (without regard to whether or not such Taxes are shown as due on any Business Tax Returns) have been paid or adequate reserves (in conformity with GAAP consistently applied) have been established in the Financial Statements for the payment of such Taxes.
(b) There is no Proceeding, audit, investigation or claim pending or, to the Knowledge of the Seller, threatened in respect of any Taxes relating to the Business for which the Seller is or may become liable, nor has any deficiency or claim for any such Taxes been proposed, asserted or, to the Knowledge of the Seller, threatened.
(c) The Seller is not subject to a Contract relating to the sharing, allocation or payment of, or indemnity for, Taxes relating to the Business.
(d) The Seller has complied in all material respects with all rules and regulations relating to the withholding of Taxes relating to the Business.
Taxes and Tax Matters. 4.10.1 The Company has filed all Tax Returns that it has been required to file since January 1, 1999. All such Tax Returns were correct and complete in all respects. All such Tax Returns were filed on the basis that the Company was an electing corporation under Subchapter S of the Code. All Taxes owed by the Company with respect to its income (whether or not shown on any Tax Return) have been paid. Except for taxes payable with respect to the Company's operation in 2003 that are not yet due and payable, all Taxes owed by the Shareholders with respect to the income of the Company (whether or not shown on any Tax Return) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. The Company is not required to file Tax Returns in any jurisdiction where the Company does not file Tax Returns. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax.
4.10.2 The Company has withheld and paid all Taxes required to be withheld or paid by the Company in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.
4.10.3 There is no dispute or claim concerning any Tax Liability of the Company either (i) claimed or raised by any authority in writing or (ii) as to which any of the Company and the directors and officers (and employees responsible for Tax matters) of the Company has knowledge based upon personal contact with any agent of such authority. The Company has delivered to the Buyer correct and complete copies of all federal income Tax Returns filed by the Company since January 1, 1999, none of which have been the subject of any examination reports, or statements of deficiencies.
4.10.4 The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
4.10.5 The Company elected as of April 1, 1990 to report its taxes under Subchapter S of the Code and such election remains in effect as of the date of this agreement.
Taxes and Tax Matters. (a) All returns (including income, franchise, sales and use, unemployment compensation, excise, severance, property, gross receipts, profits, payroll and withholding tax returns and information returns) and reports (collectively, the "Tax Returns") of or relating to any foreign, federal, state or local tax, assessment, levy, impost, duty, withholding, estimated payment or other similar governmental charge (collectively, together with any penalties, additions to Tax, fines, interest and similar charges thereon or related thereto, the "Taxes") that are required to be filed on or before the Closing Date, subject to any allowable extension periods, for, by, on behalf of or with respect to LTI or Sub, including, but not limited to, those relating to the income, business, operations or property of LTI or Sub (whether on a separate, consolidated, affiliated, combined, unitary or any other basis), have been or will be fully, properly and accurately completed timely filed with the appropriate foreign, federal, state and local authorities, and all Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been or will be paid in full on or before the Closing Date, in each case except as would not have an adverse effect on the Transferred Assets or result in any successor liability on the part of the Buyer.
(b) None of such Tax Returns are under audit or examination by any foreign, federal, state or local authority and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against LTI or Sub or with respect to any such Tax Return, or any suits or other actions, proceedings, investigations or claims now pending or, to the best knowledge of LTI, Sub and the Stockholders, threatened against LTI or Sub with respect to any Tax, or any matters under discussion with any foreign, federal, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority, in each case except as would not have an adverse effect on the Transferred Assets or result in any successor liability on the part of the Buyer.
(c) All Taxes assessed and due and owing from or against LTI or Sub on or before the Closing Date (including, but not limited to, ad valorem Taxes relating to any property of LTI or Sub) have been or will be timely paid in full on or before the Closing Date, except as would not have an ad...
Taxes and Tax Matters. (a) Learn2 and each Learn2 Subsidiary have paid, or reserved in accordance with GAAP, all Taxes due and payable by any of them for or with respect to all periods up to and including the date hereof, except where such failure to pay or reserve would not have a Learn2 Material Adverse Effect.
(b) There are no Liens on any of the Assets of Learn2 or any Learn2 Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax except for Liens reflected on the Learn2 Financial Statements, Permitted Liens or where such failure would not have a Learn2 Material Adverse Effect.
(c) Learn2 and each Learn2 Subsidiary have filed, or caused to be filed, on a timely basis all material Learn2 Tax Returns that it was required to file.
(d) Learn2 and each Learn2 Subsidiary have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor or stockholder, except where such failure to withhold or pay would not have a Learn2 Material Adverse Effect.
(e) There is no dispute or claim concerning any liability for Taxes of Learn2 or any Learn2 Subsidiary either (i) claimed or raised by any Governmental Entity in writing or (ii) as to which Learn2 has knowledge based upon personal contact with any agent of such Governmental Entity.
Taxes and Tax Matters. (a) E-Stamp and each E-Stamp Subsidiary have paid, or reserved in accordance with GAAP, all Taxes due and payable by any of them for or with respect to all periods up to and including the date hereof, except where such failure to pay or reserve would not have an E-Stamp Material Adverse Effect.
(b) There are no Liens on any of the Assets of E-Stamp or any E-Stamp Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax except for Liens reflected on the E-Stamp Financial Statements, Permitted Liens or where such failure would not have an E-Stamp Material Adverse Effect.
(c) E-Stamp and each E-Stamp Subsidiary have filed, or caused to be filed, on a timely basis all material E-Stamp Tax Returns that it was required to file. E-Stamp and each E-Stamp Subsidiary have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor or stockholder, except where such failure to withhold or pay would not have an E-Stamp Material Adverse Effect.
(d) There is no dispute or claim concerning any liability for Taxes of E-Stamp or any E-Stamp Subsidiary either (i) claimed or raised by any Governmental Entity in writing or (ii) as to which E-Stamp has knowledge based upon personal contact with any agent of such Governmental Entity.
Taxes and Tax Matters. (a) The Company and each Company Subsidiary have paid all Taxes due and payable by any of them for or with respect to all periods up to and including the date hereof (without regard to whether or not such Taxes are or were disputed), whether or not shown on any Tax Return.
(b) The Company and each Company Subsidiary has filed on a timely basis all Company Tax Returns that it was required to file. All such Company Tax Returns were accurate and complete in all material respects. Except as described in Section 3.16 of the Company Disclosure Letter, none of Company or any Company Subsidiary is the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where Company or any Company Subsidiary does not file Company Tax Returns that any one of them is or may be subject to taxation by that jurisdiction. None of Company or any Company Subsidiary has given any currently effective waiver of any statute of limitations in respect of Taxes or agreed to any currently effective extension of time with respect to a Tax assessment or deficiency. There are no security interests on any of the assets of Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax.
(c) Company and each Company Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.
(d) None of Company nor any Company Subsidiary has knowledge of any facts or circumstances which could give rise to a reasonable expectation that any authority may assess any additional Taxes for any period for which Company Tax Returns have been filed. There is no dispute or claim concerning any liability for taxes of Company or any Company Subsidiary either (i) claimed or raised by any authority in writing or (ii) as to which Company has knowledge based upon personal contact with any agent of such authority. Company and each Company Subsidiary has delivered to the Acquiror copies of, and Section 3.16 of the Company Disclosure Letter sets forth a complete and accurate list of, Company Tax Returns filed with respect to the taxable periods of Company and any Company Subsidiary ended on or after December 31, 1995; indicates those Company Tax Returns that have been audited; and indicates those Company Tax Returns that currently are the subject of an audit.
(e...