Taxes; Tax Returns. (a) The Parent has delivered to the Seller copies of the federal income Tax Returns of the Parent for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on the Parent Disclosure Schedule, the Parent has duly and timely filed in correct form all federal, state and local Tax Returns required to be filed by it on or prior to the date hereof (all such Tax Returns to the Knowledge of the Parent being accurate and complete in all material respects) and, to the Knowledge of the Parent, has duly paid or made provision for the payment of all Taxes and other governmental charges that have been incurred or are due or claimed to be due from them by any Governmental Body (including those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes or other charges (i) which are not yet delinquent or are being contested in good faith and set forth in the Parent Disclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Parent. The liabilities and reserves for Taxes in the Parent’s financial statements contained in the Parent SEC Reports are sufficient to the Knowledge of the Parent in the aggregate for the payment of all unpaid federal, state and local Taxes, whether or not disputed or accrued, for the period ended September 30, 2004, or for any year or period prior thereto, and for which the Parent may be liable in its own right or as transferee of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entity.
(b) To the Knowledge of the Parent, (i) proper and accurate amounts have been withheld by the Parent from its employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local Tax Returns which are accurate and complete in all material respects have been filed by the Parent for all periods for which Tax Returns were due with respect to income tax withholding, Social Security and unemployment Taxes and (iii) the amounts shown on such Tax Returns to be due and payable have been paid in full, or adequate provision therefore has been included by the Parent in the most recent Parent SEC Reports.
Taxes; Tax Returns. (a) Except as otherwise disclosed on Schedule 3.13(a):
(i) all federal income Tax Returns and other material state, local and foreign Tax Returns of the Group Companies required to have been filed with any Governmental Entity in accordance with any applicable Law have been timely and duly filed (taking into account any extensions) and are correct and complete in all material respects;
(ii) all Taxes shown as due and owing by the Group Companies on the Tax Returns described in Section 3.13(a)(i), and all other material Taxes due and owing have been timely paid in full, or, if such Taxes have not been paid in full, an adequate provision in respect of such Taxes has been made in accordance with GAAP on the Company’s Financial Statements;
(iii) as of the date hereof, there are no extensions of time currently in effect with respect to the dates on which any Tax Returns of the Group Companies are due to be filed;
(iv) all material deficiencies asserted as a result of any examination of any Tax Return of a Group Company have been paid in full, accrued on the books of the Group Companies or finally settled, in each case, as of the date hereof;
(v) no audit, investigation, contest, litigation or other proceeding with or against any Governmental Entity with respect to Taxes of a Group Company is currently underway, pending or, to the Knowledge of the Company, threatened, in each case, as of the date hereof;
(vi) the Group Companies have 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 Person;
(vii) there are no outstanding waivers or agreements by or on behalf of any Group Company for the extension of time for the assessment of any material Taxes or any material deficiency thereof, in each case, as of the date hereof;
(viii) there are no Liens for Taxes against any asset of a Group Company (other than Permitted Liens);
(ix) no Group Company is a party to any Tax allocation, Tax indemnity, or Tax sharing agreement under which a Group Company will have any liability after the Closing (excluding commercial agreements the primary subject of which is not Taxes);
(x) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company);
(xi) no Group Company is a party to any understanding or arrangement described in Section 6662...
Taxes; Tax Returns. For periods commencing on or after January 1, 2012, except as set forth on Schedule 3.8(a): (i) all material Tax Returns required to be filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property and the Transferred Asset) have been timely filed; (ii) all such Tax Returns are true, correct and complete in all material respects and have been posted to the Data-Room; (iii) all material Taxes (shown as due on such Tax Returns or otherwise) due and payable with respect to the Company, the Property and the Transferred Asset (and the Seller Parties and the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset) have been timely paid; (iv) there are no pending or, to the Knowledge of the Seller Parties or the Seller Parent, threatened actions or proceedings for the assessment or collection of material Taxes against the Company, the Property or the Transferred Asset (or the Seller Parties or the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any material Taxes on any assets of the Company (or on any assets of the Seller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the Knowledge of the Seller Parties or the Seller Parent, no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or the Transferred Asset) that any of such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not a party to a Tax allocation or sharing agreement or similar agreement (and none of the Interest Seller, the Seller Parties or the Seller Parent is a party to such an agreement, to the extent the obligations of the Interest Seller, the Seller Parties or the Seller Parent under any such agreement would adversely impact the Compan...
Taxes; Tax Returns. Except as to the filing of tax returns for 1996, Seller has duly and timely filed all federal, state and local tax returns and reports required to be filed by it, and has paid all taxes (including all interest, penalties, assessments and deficiencies) due or claimed to be due under such duly filed tax returns or has made provision therefor. Seller is not delinquent, and there are no material, asserted or assessed deficiencies that have not been settled, with respect to the payment of any income, sales, use and withholding taxes or other taxes. There are no alleged material tax deficiencies proposed or discussed by the IRS or other appropriate tax authority (whether or not such matters have been settled) that are likely to be proposed or asserted against Purchaser or the Assets if Purchaser continues to operate Seller's business after the Closing in substantially the same manner as it has been operated by Seller. To the best knowledge of Seller and Shareholders, no tax returns of Seller filed or required to be filed are being examined, nor has any action, audit, proceeding or investigation been threatened, by the Internal Revenue Service or other appropriate taxing authority.
Taxes; Tax Returns. The Seller shall prepare and file (or cause to be prepared and filed) on a timely basis (to the extent not filed on or before the date of this Agreement) all Tax Returns of the Seller for all taxable periods ending on or before or including the Closing Date, shall pay all Taxes shown to be due on such Tax Returns, and shall indemnify and hold the Purchaser harmless against, from and in respect of all Taxes of the Seller that are Excluded Liabilities. For purposes of determining whether any Tax is an Assumed Liability or an Excluded Liability, the portion of any Tax that is attributable to the Pre-Closing Tax Period shall be (i) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such taxable period, and (ii) in the case of a Tax that is based on net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes of this Agreement, all Taxes arising from and as a result of this transaction (other than any income, capital gains or similar Tax applicable to the income and gains of the Seller arising from the transactions contemplated by this Agreement) shall be deemed to be Taxes attributable to the Post-Closing Tax Period and shall be the responsibility of the Purchaser (including any transfer, stamp, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Purchaser, and any recording or filing fees with respect to the Purchased Assets). The Purchaser shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Purchaser for all taxable periods beginning after the Closing Date, shall pay all taxes shown to be due on such Tax Returns, and shall indemnify and hold the Seller harmless against, from and in respect of all Taxes that are Assumed Liabilities (i) for any taxable year or period commencing after the Closing Date, and (ii) for any taxable period beginning before and endin...
Taxes; Tax Returns. (a) The Seller 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, stockholder, or other third party for services performed for, or on behalf of, the Business.
(b) There are outstanding no liens for Taxes (other than Taxes not yet due and payable) upon the Acquired Assets.
(c) As used in this Agreement, the term "Tax" or "Taxes" means any federal, state, local, foreign or other income, profits, capital, franchise, sales, use, excise, gross receipts, value added, transfer, ad valorem, property, lease, occupancy, unemployment insurance, social security, disability, workers compensation, occupational, withholding, payroll, employment, severance, production, windfall profits, estimated, minimum, alternative minimum, add-on minimum, premium, real and personal property, import, export, customs, duties, tariffs or other taxes (including, without limitation, any fee, assessment, or other charge in the nature of or in lieu of any tax), fees, assessments or charges of any kind whatsoever, including any interest and any penalties or additional amounts with respect thereto. The term "Tax Return" or "Tax Returns" means all returns (including, without limitation, information returns), declarations, reports, statements, and other documents required to be filed with respect to Taxes or with any governmental agency charged with the collection of any Tax.
Taxes; Tax Returns. All federal, state, local and foreign income, property, sales, and other taxes, assessments, governmental charges, penalties, interest and fines due and payable by Networks and by any other person, firm or corporation which will or may be liabilities of Networks ("Taxes"), for all periods ending on or before the Balance Sheet Date, have been paid in full or have been fully reserved against on the Balance Sheet. Networks has filed all federal, state, local and foreign income, excise, property, sales, withholding, social security, information returns, and other tax returns, reports and related information ("Returns") required to have been filed by it to the date hereof, and no extension of the time for filing a Return is presently in effect. The Returns that have been filed have been accurately prepared and have been duly and timely filed. Networks' federal income tax returns have been filed with the Internal Revenue Service for all fiscal years through the year ended December 31, 1996. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Return, or payment of any tax, governmental charge or assessment or deficiency, by Networks; and there are no actions, suits, proceedings, investigations or claims now threatened or pending against Networks in respect of taxes, governmental charges or assessments, or any matter under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority.
Taxes; Tax Returns. The Company has timely filed all Tax Returns (federal, state and local) required to be filed by it. For purposes of this Agreement, “Tax Returns” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any such document prepared on a consolidated, combined or unitary basis and also including any schedule or attachment thereto, and including any amendment thereof. All Taxes (as defined below) shown to be due and payable on such Tax Returns, any assessments imposed, and all other Taxes due and payable by the Company, on or before the Closing, have been paid or will be paid prior to the time they become delinquent. As of the time of filing, the foregoing Tax Returns were true and complete in all respects. The Company has complied with all of its withholding obligations. The Company has not been advised (a) that any of its Tax Returns, federal, state or other, have been or are being audited as of the date hereof, or (b) of any deficiency in assessment or proposed judgment to its federal, state or other Taxes. No taxing authority has asserted or to the Company’s knowledge threatened to assert any deficiency or assessment, or proposed (formally or informally) any adjustment, for any Taxes against the Company. The Company has no knowledge of any liability for any Tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. For purposes of this Agreement, “Tax” or “Taxes” shall mean all taxes, including all charges, fees, duties, levies or other assessments in the nature of taxes, imposed by any federal, state, local or foreign governmental authority, including income, gross receipts, excise, property, sales, gain, use, license, custom duty, unemployment, inheritance, corporation, capital stock, transfer, franchise, payroll, withholding, social security, minimum estimated, profit, gift, severance, value added, disability, premium, recapture, credit, occupation, service, leasing, employment, stamp, goods and services, ad valorem, utility, utility users and other taxes, and shall include interest, penalties or additions attributable thereto or attributable to any failure to comply with any requirement regarding tax returns.
Taxes; Tax Returns. (a) All Tax Returns, as hereinafter defined, required to be filed by the Company have been or will be prepared in good faith and filed with the appropriate governmental entity.
(b) All “Taxes”, as hereinafter defined, that are required to be paid have been or will be fully paid.
(c) The Company has not waived any statute of limitations with respect to federal and state income Taxes or agreed to any extension of time with respect to federal income or state Tax assessment or deficiency.
(d) As of the date hereof, there are not pending or, to the knowledge of the Company, threatened any audits, examinations, investigations or other proceedings in respect of matters of Tax that (i) were raised by any taxing authority in a written communication to the Company or any thereof; and (ii) would, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to have a material adverse effect.
Taxes; Tax Returns. (a) Seller shall be responsible for payment of all taxes and the preparation of drafts of all tax returns of the Company in Mexico for all tax periods ending on or prior to the Closing Date (“Final Tax Returns”), and the submission of the Final Tax Returns to the Buyer for its review and filing at least thirty (30) days before the extended due dates thereof. Seller shall submit the Final Tax Returns to the Buyer in a form suitable for immediate filing together with all schedules, supplemental forms and other attachments required by applicable law in Mexico for such Tax Returns. Buyer shall notify Seller of any objections to the Final Tax Returns submitted to Buyer as soon as reasonably practicable after receipt of such Final Tax Returns, and in any event within thirty (30) days after receipt of such Final Tax Returns. Seller shall consult with the Buyer regarding any material issue that the Buyer may have with any matter reported on the Final Tax Returns as presented by the Seller and shall attempt in good faith to resolve any such issues. In the event any such matter is not resolved to the Buyer’s reasonable satisfaction, the Seller shall submit such matter to tax counsel or an independent accounting firm selected from any of the considered Big Four accounting firms located in Mexico and the US at the time resolution is required and the determination of such counsel or independent accounting firm shall be binding on the Buyer and the Seller. The Final Tax Returns shall be signed on behalf of the Company by the Seller in his official capacity with the Company or by another appropriate officer of the Company. Following the procedure outlined above, the Company shall timely file all Final Tax Returns.
(b) With respect to any taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”), the Seller shall pay the Taxes attributable to the portion of such Straddle Period ending on the Closing Date (inclusive thereof). For any Straddle Period, the amount of any taxes based on or measured by income or receipts allocable to the portion of the Straddle Period ending on the Closing Date shall be determined based on a closing of the books as of the close of business on the Closing Date, and the amount of any other taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be paid by Seller. If Seller fails to pay any Taxes attributable to Tax Returns to be filed by the Company under this Section 1...
