Common use of Taxes, Tax Returns and Audits Clause in Contracts

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 laws of any jurisdiction) as a result of any change in method of accounting or otherwise.

Taxes, Tax Returns and Audits. Watchdog Each Target Corporation 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 Each Target Corporation 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 each Target Corporation 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 Each Target Corporation 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,, other than as set forth on Schedule 3.10, (i) there are no assessments against Watchdog any Target Corporation with respect to Taxes that have been issued and are outstanding; (ii) no governmental authorities have audited or, to the knowledge of Watchdogeach of the Stockholders, examined Watchdog any Target Corporation in respect of Taxes; (iii) Watchdog neither Target Corporation 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 neither Target Corporation has not received written notification from any governmental authority of its intention to commence any audit or investigation; (v) Watchdog neither Target Corporation is not a party to or bound by or nor does it have has any obligation under any Tax tax sharing or Tax 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 Watchdogeach Target Corporation; and (vi) Watchdog neither Target Corporation 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 laws of any jurisdiction) as a result of any change in method of accounting or otherwise.

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) The Company prepared and filed on a timely basis with all appropriate Federal, state, local and foreign governmental authorities all returns in respect of Taxes taxes it is required to file on or prior to the Effective Time date hereof or by such date will have has 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 taxes relating to the applicable period. Watchdog The Company 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 date hereof and, in the case of Taxes taxes accruing on or before the Effective Time date hereof that are not due on or before the Effective Timedate hereof, Watchdog the Company 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 GAAPpayment. Watchdog The Company 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 the Company with respect to Taxes taxes that have been issued and are outstanding; (ii) no governmental authorities have audited or, to or examined the knowledge of Watchdog, examined Watchdog Company in respect of Taxestaxes; (iii) Watchdog the Company has not executed or filed any agreement extending the period of assessment or collection of any Taxes taxes which has not yet expired by its terms; (iv) Watchdog the Company has not received written notification from any governmental authority of its intention to commence any audit or investigation; (v) Watchdog the Company is not a party to to, or bound by or by, nor does it have any obligation under any Tax tax sharing or Tax 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 taxes of Watchdogthe Company; and (vi) Watchdog the Company is not presently required nor will it be required to include any adjustment in taxable income under Section 481 of the Internal Revenue Code (or any similar provision of the Tax tax laws of any jurisdiction) as a result of any change in method of accounting or otherwise.

Taxes, Tax Returns and Audits. Watchdog HumaScan has (or, in the case of returns becoming due after the date hereof and on or before the Effective TimeClosing Date, will have prior to the Effective TimeClosing Date) 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 Closing Date 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 TimeClosing Date, will completely and accurately) set forth the amount due of any Taxes relating to the applicable period. Watchdog HumaScan has paid (or, in the case of Taxes becoming due after the date hereof and on or before the Effective TimeClosing Date, will have paid) in full all Taxes due on or before the Effective Time Closing Date and, in the case of Taxes accruing on or before the Effective Time Closing Date that are not due on or before the Effective TimeClosing Date, Watchdog HumaScan 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 HumaScan 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,, except as set forth on Schedule 3.8, (i) there are no assessments against Watchdog HumaScan with respect to Taxes that have been issued and are outstanding; (ii) no governmental authorities have audited or, to the knowledge of WatchdogHumaScan, examined Watchdog HumaScan in respect of Taxes; (iii) Watchdog HumaScan 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 HumaScan has not received written notification from any governmental authority of its intention to commence any audit or investigation; and (v) Watchdog HumaScan is not a party to or bound by or nor does it have any obligation under any Tax tax sharing or Tax 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 laws of any jurisdiction) as a result of any change in method of accounting or otherwiseHumaScan.

Taxes, Tax Returns and Audits. Watchdog Each Company 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, Closing 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 Each Company 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 Closing and, in the case of Taxes accruing on or before the Effective Time Closing that are not due on or before the Effective TimeClosing, Watchdog has or will have established adequate reserves on its books and records and financial statements (including the Watchdog its Balance Sheet) for such payment in accordance with GAAP. Watchdog Each Company 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,Except as set forth on Schedule 2.10, (i) there are no assessments against Watchdog either Company with respect to Taxes that have been issued and are outstanding; (ii) no governmental authorities have audited or, to the knowledge of Watchdogeach of the Shareholders, examined Watchdog either Company in respect of Taxes; (iii) Watchdog neither Company 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 neither Company has not received written notification from any governmental authority of its intention to commence any audit or investigation; and (v) Watchdog neither Company is not a party to to, or bound by by, or nor does it have has 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 such Company. The obligations, if any, resulting from the tax audit referred to include any adjustment in taxable income under Section 481 Schedule 2.10 are personal obligations of the Code (or any similar provision Shareholders and are not obligations of the Tax laws of any jurisdiction) as a result of any change in method of accounting or otherwiseCompanies.

Taxes, Tax Returns and Audits. Watchdog Big City 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 Big City 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 Big City 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 Big City 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,, except as set forth on Schedule 4.9, (i) there are no assessments against Watchdog Big City with respect to Taxes that have been issued and are outstandingoutstanding and Big City is not aware of a basis for the assessment of additional Taxes for any period for which tax returns have been filed; (ii) no governmental authorities have audited or, to the knowledge of WatchdogBig City, examined Watchdog Big City in respect of Taxes; (iii) Watchdog Big City 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 Big City has not received written notification from any governmental authority of its intention to commence any audit or investigation; (v) Watchdog Big City is not liable for Taxes of any other person or entity and is not a party to or bound by or nor does it have any obligation under any Tax tax sharing or Tax 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 WatchdogBig City; and (vi) Watchdog Big City 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 laws of any jurisdiction) as a result of any change in method of accounting or otherwise; (vii) Big City has not filed a consent under Section 341(f) of the Code; and (viii) Big City has not and will not make any payment that will not be deductible under Section 280G of the Code.

Taxes, Tax Returns and Audits. Watchdog GoodNet 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 GoodNet 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 GoodNet 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 GoodNet 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,, other than as set forth on Schedule 3.10, (i) there are no assessments against Watchdog GoodNet with respect to Taxes that have been issued and are outstanding; (ii) no governmental authorities have audited or, to the knowledge of Watchdogeach of the Stockholders, examined Watchdog GoodNet in respect of Taxes; (iii) Watchdog GoodNet 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 GoodNet has not received written notification from any governmental authority of its intention to commence any audit or investigation; (v) Watchdog GoodNet 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 WatchdogGoodNet; and (vi) Watchdog GoodNet 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 laws of any jurisdiction) as a result of any change in method of accounting or otherwise.