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.
Taxes; Tax Returns. (k) Sellers shall pay, reimburse, indemnify and hold harmless the Buyer Indemnitees for, from and against any and all Taxes and other Losses in respect of Taxes that (i) are imposed on or with respect to the Transferred Companies for any Pre-Closing Tax Period, and, without duplication, any interest, penalty or additions to Tax accruing after the Closing Date on Taxes described in this clause (i), (ii) arise under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of the Transferred Companies having been a member of a consolidated, combined, affiliated, unitary or other similar tax group prior to the Closing, (iii) are imposed by reason of the Transferred Companies having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract as a result of transactions taking place prior to the Closing, and (iv) resulting from an inclusion under Section 951 of the Code by any Transferred Company at the end of the taxable year of any Transferred Subsidiary that is a controlled foreign corporation (as defined under Section 957 of the Code) that includes the Closing Date to the extent such inclusion results from any transactions or activities occurring between the beginning of the taxable year of such controlled foreign corporation that includes the Closing Date and through the Closing, in each of the above cases, to the extent such Taxes exceed the accrual in respect thereof shown on the Closing Statement as finally determined; provided, that, Sellers shall not be liable or otherwise be required to pay, reimburse, indemnify or hold harmless Buyer Indemnitees for, from and against any Taxes (or any other Losses in respect of Taxes) with respect to any (x) transaction of Buyer or any of its Affiliates not in the ordinary course of business that occurs on the Closing Date but after the Closing, (y), filing of any amended Tax Return or change in any Tax election or accounting method with respect to the Transferred Companies relating to any Pre-Closing Tax Period after the Closing Date by Buyer, any of its Affiliates, or any transferee of Buyer or its Affiliates or (z) transactions pursuant to the Buyer Restructuring. The amount of any payments required to be made pursuant to this Section 6.1 shall be computed (i) without regard to any net operating loss, net capital loss or other Tax deduction, credit or benefit that is attributable to, arises from or relates to any P...
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. (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.
Taxes; Tax Returns. (a) Except as otherwise disclosed on Schedule 3.13(a):
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. (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.
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.
Taxes; Tax Returns. (a) The Seller has delivered to Purchaser copies of the federal income tax returns of the Seller for each of the last two fiscal years and all schedules and exhibits thereto. Except as set forth on the Disclosure Schedule, the Seller has duly and timely filed in correct form all federal, state and local information returns and tax returns required to be filed by them on or prior to the date hereof (all such returns to the best of knowledge of Seller being accurate and complete in all material respects) and, to the best knowledge of the Seller, has duly paid or made provision for the payment of all taxes and other governmental charges which have been incurred or are due or claimed to be due from them by any governmental authority (including, without limitation, 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 Disclosure Schedule and (ii) have not been finally determined.
