Tax Returns and Audits definition

Tax Returns and Audits. TL has filed, or shall. have filed by the Closing dated, all income, franchise and other tax returns and reports of every nature required to be filed by accurately reflecting any and all net operating losses tax credit carryovers and carrybacks, and taxes owing to the Unites States or any other government or any subdivision thereof domestic or foreign, state of local, or any other taxing authority, and has paid in full all taxes shown on said returns to be due and owing. There are and will hereafter be no tax deficiencies (including penalties and interest) of any kind assessed against TL, with respect to any taxable periods ending on or before the Closing, other than tax deficiencies relating solely to an election (or deemed election.) pursuant to Section 338 of Internal Revenue Code of 1986, as amended with respect to the exchange of Assets for shares or Stock of TL or other transfer of ownership of TL occurring on or prior to the closing which GOCA hereto agrees shall not be treated as a liability of TL or a breach of or a misstatement in any representation or warranty of TL made herein
Sample 1

Examples of Tax Returns and Audits in a sentence

  • The Company and each Company Subsidiary shall retain all books, records, and documents necessary for the preparation of Tax Returns and Audits.

  • The Company and each of its Subsidiaries shall retain all books, records, and documents necessary for the preparation of Tax Returns and Audits.

  • A-19 3.7 Tax Returns and Audits..........................................................................

  • All representations, warranties, covenants and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion or other writing provided for in it, shall terminate on the twelve (12) month anniversary of the Closing Date; provided, however, that the representations and warranties contained in Sections 2.18 (Tax Returns and Audits), 2.20 (Environmental Matters) or 2.21 (Employee Benefit Matters) shall each survive for the period of the applicable statutes of limitation.

  • Tax Returns and Audits All required federal, state and local tax returns of the Company have been prepared and duly and timely filed, and all material federal, state and local taxes required to be paid with respect to the periods covered by such returns have been paid, or the Company has made provision for the payment of the same.

  • In this regard, except as provided in a written agreement signed by the Parties, including the Shared Services Agreement, or as otherwise provided herein, the tax department of the Txx Hortons Group shall, at the expense of Txx Hortons, and the tax department of the Wendy’s Group shall, at the expense of Wendy’s, continue to perform the same Tax-related functions with respect to such Tax Returns and Audits as they have performed to date.

  • All representations, warranties, covenants, and obligations in this Agreement shall expire on the third anniversary of the date of this Agreement, except that the representation and warranties contained in Sections 4.1 and 4.2.7 shall survive indefinitely (the “Survival Period”) and the representations and warranties contained in Sections 4.2.17 (Tax Returns and Audits) shall survive until 60 days after the expiration of the applicable Tax statute of limitations.

Related to Tax Returns and Audits

  • Tax Returns means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Tax Matters means all tax matters including criminal tax matters,

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Tax Authorities means domestic or foreign tax, revenue, fiscal or monetary authorities.

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

  • Audits means the audits and reviews carried out by the Bank or the Bank’s auditors, experts and insurers, as the case may be in accordance with the terms and conditions set out in Section 18.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Taxing Authorities means Her Majesty the Queen in right of Canada, Her Majesty the Queen in right of any province or territory of Canada, any municipality of Canada, the Canada Revenue Agency, the Canada Border Services Agency, any similar revenue or taxing authority of Canada and each and every province or territory of Canada (including Revenu Québec) and any political subdivision thereof and any Canadian or foreign government, regulatory authority, government department, agency, commission, bureau, minister, court, tribunal or body or regulation making entity exercising taxing authority or power, and “Taxing Authority” means any one of the Taxing Authorities;

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Returns means the amounts yielded by an investment and in particular, though not exclusively, includes profit, interest, capital gains, dividends, royalties and fees;

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Tax Liabilities means all liabilities for Taxes.

  • Company Returns is defined in Section 3.15(a) of the Agreement.

  • criminal tax matters means tax matters involving intentional conduct whether before or after the entry into force of this Agreement which is liable to prosecution under the criminal laws of the requesting Party;

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Required Reports means, collectively, the Servicing Report required pursuant to Section 6.08(b), the Servicer’s Certificate required pursuant to Section 6.08(c), the financial statements of the Servicer required pursuant to Section 6.08(d), the tax returns of the Borrower and the Servicer required pursuant to Section 6.08(e), the financial statements and valuation reports of each Obligor required pursuant to Section 6.08(f), the annual statements as to compliance required pursuant to Section 6.09, and the annual independent public accountant’s report required pursuant to Section 6.10.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Tax Laws means the Code, federal, state, county, local or foreign laws relating to Taxes and any regulations or official administrative pronouncements released thereunder.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

  • Founded Reports means the Department's Children, Adults, and Families Division or Law Enforcement Authority (LEA) determination, based on the evidence, that there is reasonable cause to believe that conduct in violation of the child abuse statutes or rules has occurred and such conduct is attributable to the person alleged to have engaged in the conduct.

  • Audited Statements means the Consolidated balance sheets of the Borrower as at December 31, 2001, and the related Consolidated statements of income and cash flows of the Borrower for the fiscal year then ended, accompanied by the opinion thereon of the Borrower's independent public accountants.

  • Seller Taxes has the meaning set forth in Section 11.1(f).