Taxes, Tax Returns and Audits. Watchdog has (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will have prior to the Effective Time) prepared and filed on a timely basis with all appropriate Federal, state, local and foreign governmental authorities all returns in respect of Taxes it is required to file on or prior to the Effective Time or by such date will have obtained the appropriate extensions to file, and all such returns completely and accurately (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will completely and accurately) set forth the amount due of any Taxes relating to the applicable period. Watchdog has paid (or, in the case of Taxes becoming due after the date hereof and on or before the Effective Time, will have paid) in full all Taxes due on or before the Effective Time and, in the case of Taxes accruing on or before the Effective Time that are not due on or before the Effective Time, Watchdog has or will have established adequate reserves on its books and records and financial statements (including the Watchdog Balance Sheet) for such payment in accordance with GAAP. Watchdog has withheld from each payment made to any of its present or former employees, officers, directors or other party all amounts required by law to be withheld and has, where required, remitted such amounts within the applicable periods to the appropriate governmental authorities. In addition,, (i) there are no assessments against Watchdog with respect to Taxes that have been issued and are outstanding; (ii) no governmental authorities have audited or, to the knowledge of Watchdog, examined Watchdog in respect of Taxes; (iii) Watchdog has not executed or filed any agreement extending the period of assessment or collection of any Taxes which has not yet expired by its terms; (iv) Watchdog has not received written notification from any governmental authority of its intention to commence any audit or investigation; (v) Watchdog is not a party to or bound by or nor does it have any obligation under any Tax sharing or Tax indemnification agreement, provision or arrangement, whether formal or informal, and no power of attorney, which is currently in effect, has been granted with respect to any matter relating to Taxes of Watchdog; and (vi) Watchdog is not presently required nor will it be required to include any adjustment in taxable income under Section 481 of the Code (or any similar provision of the Tax l...
Taxes, Tax Returns and Audits. (i) The Company and each of its Subsidiaries have prepared or caused to be prepared and timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, in all material respects, are true and correct and have been completed in accordance with applicable Legal Requirements.
Taxes, Tax Returns and Audits. Except as specifically set forth in the September Financial Statements or Schedule 4.16, (i) BJ HLS, HZ HLS and HollySys Subsidiary has filed on a timely basis (taking into account any extensions received from the relevant taxing authorities) all returns and reports pertaining to all Taxes that are or were required to be filed by BJ HLS, HZ HLS and HollySys Subsidiary with the appropriate taxing authorities in all jurisdictions in which such returns and reports are or were required to be filed, and all such returns and reports are true, correct and complete in all material respects, (ii) all Taxes that are due from or may be asserted against BJ HLS, HZ HLS and HollySys Subsidiary (including deferred Taxes) in respect of or attributable to all periods ending on or before the Closing Date have been or will be fully paid, deposited or adequately provided for on the books and financial statements of BJ HLS, HZ HLS and HollySys Subsidiary or are being contested in good faith by appropriate proceedings, (iii) no issues have been raised (or are currently pending) by any taxing authority in connection with any of the returns and reports referred to in clause (a) which might be determined adversely to BJ HLS, HZ HLS or HollySys Subsidiary and which could have a HollySys Material adverse effect, (iv) Neither BJ HLS, HZ HLS nor HollySys Subsidiary has given or requested to give waivers or extensions of any statute of limitations with respect to the payment of Taxes and (e) no tax liens which have not been satisfied or discharged by payment or concession by the relevant taxing authority or as to which sufficient reserves have not been established on the books and financial statements of BJ HLS, HZ HLS and HollySys Subsidiary are in force as of the date hereof. Schedule 4.16 sets forth all accurate and complete list of each taxing authority to which BJ HLS, HZ HLS and HollySys Subsidiary are required or may be required to file notices, returns or payments, with a brief description of the tax or exemption applicable to BJ HLS, HZ HLS and HollySys Subsidiary.
Taxes, Tax Returns and Audits. Motoguzzi and the Motoguzzi Subsidiaries have (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will have prior to the Effective Time) filed or caused to be filed, or have properly filed extensions for, all tax returns which are required to be filed and have paid or caused to be paid all taxes required therein to be paid and all assessments received by them to the extent that such taxes have become due, except taxes the validity or amount of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside and except for such of the foregoing as would not cause a Motoguzzi Material Adverse Effect. Motoguzzi and the Motoguzzi Subsidiaries have or will have established adequate reserves on its books and records and financial statements (including the Balance Sheet) for such payment in accordance with GAAP. Motoguzzi and the Motoguzzi Subsidiaries have withheld from each payment made to any of its present or former employees, officers, directors or other party all amounts required by law to be withheld and have, where required, remitted such amounts within the applicable periods to the appropriate governmental authorities. Motoguzzi and the Motoguzzi Subsidiaries have paid or caused to be paid, or have established reserves that they reasonably believe to be adequate in all material respects, for all tax liabilities applicable to them for all fiscal years which have not been examined and reported on by the taxing authorities (or closed by applicable statutes).
Taxes, Tax Returns and Audits. North has (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will have prior to the Effective Time) filed or caused to be filed, or have properly filed extensions for, all tax returns which are required to be filed and have paid or caused to be paid all taxes required therein to be paid and all assessments received by them to the extent that such taxes have become due, except taxes the validity or amount of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside. North has or will have established adequate reserves on its books and records and financial statements (including the May 31, 1998 balance sheet) for such payment in accordance with GAAP. North has withheld from each payment made to any of its present or former employees, officers, directors or other party all amounts required by law to be withheld and has, where required, remitted such amounts within the applicable periods to the appropriate governmental authorities. North has paid or caused to be paid, or has established reserves that it reasonably believes to be adequate in all material respects, for all tax liabilities applicable to it for all fiscal years which have not been examined and reported on by the taxing authorities (or closed by applicable statutes).
Taxes, Tax Returns and Audits. The Company and each member of the Company Group has filed on a timely basis (taking into account any extensions received from the relevant taxing authorities) all returns and reports pertaining to all Taxes that are or were required to be filed by the Company or member of the Company Group with the appropriate taxing authorities in all jurisdictions in which such returns and reports are or were required to be filed, and all such returns and reports are true, correct and complete in all material respects. All Taxes that are due from or may be asserted against the Company or any member of the Company Group (including deferred Taxes) in respect of or attributable to all periods ending on or before the Closing Date have been or will be fully paid, deposited or adequately provided for by the Company or member of the Company Group or are being contested in good faith by appropriate proceedings. No issues have been raised (or are currently pending) by any taxing authority in connection with any of the returns and reports referred to above which might be determined adversely to the Company or member of the Company Group. None of the members of the Company Group nor the Company has given or requested to give waivers or extensions of any statute of limitations with respect to the payment of Taxes. There are no Tax Liens affecting the Company or member of the Company Group or their respective assets which have not been satisfied or discharged by payment or concession by the relevant taxing authority. Section 3.6 of the Disclosure Letter sets forth an accurate and complete list of the Tax obligations and liabilities that each member of the Company Group had at the date of the signing of this Agreement.
Taxes, Tax Returns and Audits. Except as set forth on Schedule 3.18, all material federal, state and local Tax Returns of Acquired Company have been accurately prepared in all material respects and duly and timely filed, except for those returns covered by a timely filed extension, and all federal, state and local Taxes required to be paid with respect to the periods covered by such Tax Returns have been paid to the extent that the same have become due. Any unpaid taxes shall be added to the Acquired Company Indebtedness to be paid at or prior to Closing. Acquired Company is not and has not been delinquent in the payment of any Tax. Acquired Company has not had a Tax deficiency assessed against it and has not executed a waiver of any statute of limitations for the assessment or collection of any Tax. None of Tax Returns filed by Acquired Company has been audited by any Authority. Acquired Company has not received any written notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. Acquired Company (i) is not a party to, nor is it bound by or obligated under, any Tax sharing agreements (other than commercial agreements, the primary purpose of which does not relate to Taxes), and (ii) does not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax sharing agreements. Acquired Company has no liability for the Taxes of any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.
Taxes, Tax Returns and Audits. (a) All federal, state, local and foreign Taxes due and payable by BD2 and by any other person, firm or corporation which will or may be liabilities of BD2, for all periods ending on or before August 31, 1998, have been paid in full or have been fully reserved against on the BD2 Balance Sheet; (b) BD2 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; (c) BD2's federal income tax returns have not been audited by the Internal Revenue Service for any fiscal year; (d) 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, by BD2; and (e) there are no actions, suits, proceedings, investigations or claims now pending or, to the knowledge of the BD2 Parties, threatened, against BD2 in respect of Taxes or any matter under discussion with any governmental authority relating to Taxes asserted by any such authority.
Taxes, Tax Returns and Audits. The Company has filed on a timely basis (taking into account any extensions received from the relevant taxing authorities): (i) all returns and reports pertaining to all taxes that are or were required to be filed by it with the appropriate taxing authorities in all jurisdictions in which such returns and reports are or were required to be filed, and all such returns and reports are true, correct and complete in all material respects; (ii) all taxes that are due from or may be asserted against the Company (including deferred taxes) in respect of or attributable to all periods ending on or before the Closing Date have been or will be fully paid, deposited or adequately provided for on the books and financial statements of the Company or are being contested in good faith by appropriate proceedings; (iii) no issues have been raised (or are currently pending) by any taxing authority in connection with any of the returns and reports referred to in clause (i) which might be determined adversely to the Company; (iv) the Company has not given or requested to give waivers or extensions of any statute of limitations with respect to the payment of taxes; and (v) no tax liens which have not been satisfied or discharged by payment or concession by the relevant taxing authority or as to which sufficient reserves have not been established on the books and financial statements of the Company are in force as of the date hereof.
Taxes, Tax Returns and Audits. (i) The Company and each of its Subsidiaries have (A) duly and timely filed or caused to be filed all Tax Returns and such Tax Returns are true, correct, and complete in all material respects, (B) duly and timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Tax Return, and (C) established reserves in accordance with GAAP that are adequate for the payment of all Taxes not yet due and payable with respect to the assets and operations of the Company and each Subsidiary through the date of this Agreement.
