Common use of Taxes; Tax Returns Clause in Contracts

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. 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 related to the Pharmacy Business and known to Seller to be required to be filed by itfiled, and has paid or made provision for payment of 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 To Seller's and Parent's knowledge 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 Buyer or the Purchased Assets if Purchaser Buyer continues to operate Seller's business the Pharmacy Business after the Closing in substantially the same manner as it has been operated by Seller. To the best knowledge of Seller Seller's and ShareholdersParent's knowledge, 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.