Common use of Taxes; Tax Returns Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Novo Networks Inc), Asset Purchase Agreement (Novo Networks Inc)

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Taxes; Tax Returns. (a) The Parent Seller has delivered to the Seller Parent copies of the federal income Tax Returns of the Parent Seller for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on the Parent Seller Disclosure Schedule, the Parent Seller 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 returns to the Knowledge of the Parent Seller being accurate and complete in all material respects) and, to the Knowledge of the ParentSeller, 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 Seller Disclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the ParentSeller. The liabilities and reserves for Taxes in the Parent’s financial statements contained in the Parent SEC Reports Seller Financial Statements are sufficient to the Knowledge of the Parent Seller, 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 Seller 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Novo Networks Inc), Asset Purchase Agreement (Novo Networks Inc)

Taxes; Tax Returns. (a) The Parent Company has delivered to the Seller Parent copies of the federal income Tax Returns tax returns of the Parent Company 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 Company has duly and timely filed in correct form all federal, state and local Tax Returns information returns and tax returns required to be filed by it on or prior to the date hereof (all such Tax Returns returns to the Knowledge knowledge of the Parent Company being accurate and complete in all material respects) and, to the Knowledge knowledge of the ParentCompany, has duly paid or made provision for the payment of all Taxes taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body Authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes 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 ParentCompany. The liabilities and reserves for Taxes taxes in the Parent’s financial statements contained in the Parent SEC Reports Company Financial Statements are sufficient to the Knowledge best of the Parent Company's knowledge in the aggregate for the payment of all unpaid federal, state and local Taxestaxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30December 31, 20042000, or for any year or period prior thereto, and for which the Parent Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microwave Transmission Systems Inc)

Taxes; Tax Returns. (a) The Company has or within two business days from the date hereof will deliver to Parent has delivered to the Seller copies of the federal income Tax Returns tax returns of the Parent Company for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on the Parent Disclosure Schedule, each of the Parent and its Subsidiaries for which it files returns has duly and timely filed in correct form all federal, state and local Tax Returns information returns and tax returns required to be filed by it and such Subsidiaries on or prior to the date hereof (all such Tax Returns returns to the Knowledge knowledge of the Parent being accurate and complete in all material respects) and, to the Knowledge knowledge of the Parent, has duly paid or made provision for the payment of all Taxes taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body Authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes 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 taxes in the Parent SEC Reports Financial Statements are sufficient to the Knowledge of the Parent in the aggregate for the payment of all unpaid federal, state and local Taxestaxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30, 2004, 1996 or for any year or period prior thereto, and for which the Parent or any of its Subsidiaries 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Greenbriar Corp)

Taxes; Tax Returns. (a) The Parent Company has delivered to the Seller Parent copies of the federal income Tax Returns tax returns of the Parent Company 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 Company has duly and timely filed in correct form all federal, state and local Tax Returns information returns and tax returns required to be filed by it on or prior to the date hereof (all such Tax Returns returns to the Knowledge knowledge of the Parent Company being accurate and complete in all material respects) and, to the Knowledge knowledge of the ParentCompany, has duly paid or made provision for the payment of all Taxes taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body Authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes 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 ParentCompany. The liabilities and reserves for Taxes taxes in the Parent’s financial statements contained in the Parent SEC Reports Company Financial Statements are sufficient to the Knowledge best of the Parent Company's knowledge in the aggregate for the payment of all unpaid federal, state and local Taxestaxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30, 20041998, or for any year or period prior thereto, and for which the Parent Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rushmore Financial Group Inc)

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Taxes; Tax Returns. (a) The Parent has delivered EastGroup will deliver to the Seller LNH copies of the federal income Tax Returns tax returns of the Parent EastGroup 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 each of EastGroup and its Subsidiaries has duly and timely filed in correct form all federal, state and local Tax Returns required to be filed by it and its Subsidiaries on or prior to the date hereof (all such Tax Returns to the Knowledge best knowledge of the Parent EastGroup being accurate and complete in all material respects) and, to the Knowledge best knowledge of the ParentEastGroup, has duly paid or made provision for the payment of all Taxes taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body governmental authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes 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, Schedule and (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Parentdetermined. The liabilities and reserves for Taxes taxes in the Parent’s financial statements contained in the Parent SEC Reports EastGroup Financial Statements are sufficient to the Knowledge of the Parent in the aggregate for the payment of all unpaid federal, state and local Taxestaxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30December 31, 2004, 1995 or for any year or period prior thereto, and for which the Parent EastGroup or any of its Subsidiaries 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eastgroup Properties)

Taxes; Tax Returns. (a) The Parent has delivered to the Seller Company copies of the federal income Tax Returns 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 information returns and tax returns required to be filed by it on or prior to the date hereof (all such Tax Returns 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 taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body Authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes 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 taxes in the Parent SEC Reports Financial Statements are sufficient to the Knowledge best of the Parent Parent's Knowledge in the aggregate for the payment of all unpaid federal, state and local Taxestaxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30December 31, 20042002, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Elinear Inc)

Taxes; Tax Returns. (a) The Parent Company has delivered to the Seller Parent copies of the federal income Tax Returns tax returns of the Parent Company 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 Company has duly and timely filed in correct form all federal, state and local Tax Returns information returns and tax returns required to be filed by it on or prior to the date hereof (all such Tax Returns returns to the Knowledge knowledge of the Parent Company being accurate and complete in all material respects) and, to the Knowledge knowledge of the ParentCompany, has duly paid or made provision for the payment of all Taxes taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body Authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes 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 ParentCompany. The liabilities and reserves for Taxes taxes in the Parent’s financial statements contained in the Parent SEC Reports Company Financial Statements are sufficient to the Knowledge best of the Parent Company's knowledge in the aggregate for the payment of all unpaid federal, state and local Taxestaxes (including any interest or penalties thereon), 42 whether or not disputed or accrued, for the period ended September 30December 31, 20042000, or for any year or period prior thereto, and for which the Parent Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microwave Transmission Systems Inc)

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