Common use of Tax Returns and Audits Clause in Contracts

Tax Returns and Audits. (i) The Company as of the Effective Time will have prepared and filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as As of the Effective Time Time, the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and filed all required federal, state, local and foreign returns, estimates, information statements and reports ("“Tax Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Tax Returns are true and correct in all material respects and have been completed in accordance with applicable lawLegal Requirements in all material respects.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as As of the Effective Time Closing Date, the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are or will be true and correct and have been completed in accordance with applicable lawcorrect.

Tax Returns and Audits. (i) The Company as Each of the Effective Time will have Acquired Companies has prepared and timely filed all material required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) for which the deadline (including extensions) has passed relating to any and all Taxes concerning or attributable to the Company Acquired Companies or its their respective operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw in all material respects.

Tax Returns and Audits. (i) The Company as As of the Effective Time Time, Brands and its subsidiaries will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company Brands or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required material federal, state, local and foreign returns, statements, estimates, information statements statements, documents, forms and reports in respect of Taxes ("“Returns"”) relating required to any and all Taxes concerning or attributable to the Company or its operations be filed by it, and such Returns are true and correct in all material respects and have been completed in all material respects in accordance with applicable lawLaw. The Company has paid all Taxes it is required to pay (whether or not shown on any Return).

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have prepared and has timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as As of the Effective Time the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to ------- any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (a) prepared and timely filed all required material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports required to be filed ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawLaw and (b) timely paid all material Taxes it is required to pay.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimatesinformation statements, information statements reports, tax slips, forms, declarations and reports other documents ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations or relating to any remuneration, commission or benefit granted to any stockholder, director employee or any other person that are required to be filed and such Returns are true and correct in all respects and have been completed in accordance with applicable lawLaw.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements Tax Returns and reports ("Returns") relating to any and all Taxes Tax estimates concerning or attributable to the Company itself or its operations and such Tax Returns and estimates are true and correct and have been completed in accordance with applicable lawLaw.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (1) prepared and timely filed all required U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company Company, or its operations operations, and such Returns are true and correct and have been completed in accordance with applicable law, and (2) timely paid all Taxes required to be paid.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed (or have properly filed the extensions for) all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company Company, its subsidiaries or its operations thereof and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (a) prepared and timely filed all required U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw and (b) timely paid all Taxes they are required to pay.

Tax Returns and Audits. (i) The Except as set forth on Schedule 2.9, the Company as of the Effective Time will have prepared and has timely filed all required federal, state, local and foreign returns, estimates, information statements and reports or extensions regarding the same ("ReturnsRETURNS") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in all material respects in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all material required federal, state, local and foreign returns, estimates, information statements and reports ("“Tax Returns"”) relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawLegal Requirements in all material respects. All such Tax Returns are true, correct and complete in all material respects.

Tax Returns and Audits. (i) The Company as As of the Effective Time Time, the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") required to be filed by it at or prior to the Effective Time relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as As of the Effective Time Time, the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes ------- concerning or attributable to the Company or its operations and such Returns are will be true and correct and will have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("ReturnsRETURNS") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as As of the Effective Time Time, the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Tax Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Tax Returns were when filed and are true and correct and have been completed in accordance with applicable lawall material respects.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawLaw.

Tax Returns and Audits. (i) The Company as of the Effective Time will have prepared and has (a) timely filed all required federal, state, provincial, local and foreign returns, estimates, information statements statements, elections, forms, transfer pricing studies and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawLaw, in all material respects, and (b) timely paid all material Taxes required to be paid, whether or not shown to be due on such Returns.

Tax Returns and Audits. (i) The Company as As of the Effective Time the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports including any extensions (the "Returns") required to be filed on or prior to such date relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports reports, including for sales and use taxes ("Returns") each a “Tax Return”), relating to any and all Taxes concerning or attributable to the Company or its operations operations, and such Tax Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (a) prepared and timely filed all required material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawLaw and (b) timely paid all Taxes it is required to pay.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and filed on a timely basis, all required federal, state, local and foreign returns, estimates, information statements and reports ("ReturnsRETURNS") due to be filed (taking into account any extension of such due date) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true true, correct and correct complete in all material respects and have been completed in accordance with applicable law, in all material respects.

Tax Returns and Audits. (i) The Company as of the Effective Time will have prepared and filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are were when so filed true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (1) prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw and (2) timely paid all Taxes they are required to pay.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (a) prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports required to be filed ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been or will be completed in accordance with applicable law, and (b) timely paid in full all Taxes due and payable by the Company.

Tax Returns and Audits. (i) The Company as As of the Effective Time Time, the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and for all periods ending on or prior to the Closing Date, if such Returns are due on or before the Closing Date, taking into account any extensions to file, and all such returns, are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (a) prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements statements, elections, forms, and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawlaw and (b) timely paid all Taxes required to be paid, whether or not shown to be due on such Returns.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (a) prepared and timely filed all required income and other material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports ("“Tax Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations operations, and such Tax Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw and (b) timely paid all Taxes it is required to pay.

Tax Returns and Audits. (i) The Company as of the Effective Time and its Subsidiaries have timely filed or will have prepared and filed timely file all required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company Company, the Subsidiaries or its operations their respective operations, and such Returns are (or will be when filed) true and correct in all material respects and have been completed (or will have been when filed) in accordance with applicable lawlaw in all material respects.

Tax Returns and Audits. (i) The Company as As of the Effective Time Time, the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("ReturnsRETURNS") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawLaw.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (a) prepared and timely filed all required material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports required to be filed ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawLaw and (b) timely paid all Taxes it is required to pay.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law.

Tax Returns and Audits. (i1) The Company as As of the Effective Time Time, the Company will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Tax Returns and Audits. (i) The Company as of the Effective Time will have has (a) prepared and timely filed all required U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw and (b) timely paid all Taxes it is required to pay.

Tax Returns and Audits. (i) The Company as 1. As of the Effective Time Time, except as set forth in Section 2.10 of the Company Disclosure Letter each of the Company and its subsidiaries will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or any of its operations subsidiaries or their operations, and such Returns are true and correct and have been completed in accordance with applicable law.