Tax Returns and Liabilities. Seller has not, by conduct or omission, become subject to any federal, state, county, local or other tax liens, however the same may have arisen, that would attach to the Assets but, to the extent any such sum(s) arise, Seller agrees to promptly pay such sum(s).
Tax Returns and Liabilities. Except as set forth on Schedule 2.11, proper and accurate amounts have been and will be withheld by each of the Companies from its respective employees and properly deposited in appropriate accounts, for all periods up to and through the Closing Date in full and complete compliance with the tax withholding, deposit and payment provisions of applicable federal, state and local laws. Each of the Companies has filed all federal, state and local, as well as other returns and reports that were required to be filed for all periods for which returns were due up to and through the Closing Date, and each of the Companies has made timely payments of all governmental taxes, levies, duties, license and registration fees, charges or withholdings of any nature whatsoever ("Taxes") shown to be due and payable in respect of such returns and reports. To the knowledge of each of the Companies and the Shareholders, all such returns are true, correct and complete in all material respects and no penalties or interest will be asserted by any taxing authority arising out of a late payment of Taxes. Except as disclosed on Schedule 2.11, none of the Companies owes any deficiency for any Taxes, and to the knowledge of the Shareholders, no tax returns are presently under audit or examination by any federal, state or local tax authority, and no adjustments have been proposed or asserted by the Internal Revenue Service or any other agency in respect of any liability for Taxes arising out of or relating to such returns. Except as disclosed on Schedule 2.11, with respect to all prior audits or examinations of the Companies, no adjustments have been agreed upon which would adversely effect the future tax liability of the Companies. None of the Companies is a participant in or the subject of any pending, or to the knowledge of the Shareholders, proposed or threatened proceeding, negotiation or settlement in respect of any Taxes. Except as disclosed on Schedule 2.11, prior to Closing, each of the Companies will have paid to all taxing authorities all assessed Taxes and tax-related liabilities and claims due and payable prior to Closing and will have no existing, continuing or future liability or obligation in respect of assessed Taxes to any entity or authority, whether or not accrued, asserted or contingent, with the sole exception of Taxes which accrued or will accrue on or after January 1, 1998. GSS filed an election to be taxed under Subchapter S of the Code, effective February 1, 1995...
Tax Returns and Liabilities. CommonWealth has filed all tax returns required to be filed by any jurisdiction to which it is or has been subject. Additionally, CommonWealth has either paid in full all taxes due and all taxes claimed to be due by each such jurisdiction (whether measured by income, revenues, real or person property, sales or use) and any interest and penalties with respect thereto, or has provided in the fiscal year to which the tax may apply reserves believed by CommonWealth and Sellers to be adequate for the payment of such tax obligations.
Tax Returns and Liabilities. All tax returns of every kind (including, without limitation, returns of all income taxes, franchise taxes, real and personal property taxes, intangibles taxes, withholding taxes, employee compensation taxes and all other taxes of any kind applicable to the Company and the Subsidiaries) that are due have been filed in accordance with applicable laws, and all taxes shown to be due on such returns (other than those that may or will arise as a result of the Section 338(h)(10) Election, hereinafter defined) have been paid in full or will be paid or accrued on the balance sheets of the Company and the Subsidiaries as of the Closing Date. Except as disclosed in Schedule 2.17, the amounts so paid have been adequate in all material respects to pay all income, franchise, real and personal property, intangibles, withholding and employment compensation taxes and all other taxes of any kind whatsoever, including interest and penalties, due and payable by the Company and the Subsidiaries for all periods covered by those tax returns.
Tax Returns and Liabilities. Within the times and in the manner prescribed by law, Seller has filed all Federal, state and local tax returns required by law in connection with the business of Seller and has paid or has made provision for the taxes due and payable in connection therewith.
Tax Returns and Liabilities. The Partnership is taxed as a partnership and, as such, is a flow through entity for tax purposes.
Tax Returns and Liabilities. The Company has filed on a timely basis all tax returns that are or were required to be filed pursuant to the laws, regulations or administrative requirements of each governmental body with taxing power of it or its assets. The Company has delivered to GRG all such Tax Returns filed since the Company's inception. The Company has paid, all Taxes that have or may have become due pursuant to those Tax Returns, or otherwise, or pursuant to any assessment received by the Company, except such Taxes, if any, as are set forth in a schedule and are being contested in good faith and as to which adequate reserves (determined in accordance with the tax basis of accounting consistently applied) have been provided for in the Balance Sheets and Interim Balance Sheets.
Tax Returns and Liabilities. The Company has filed (or obtained extensions with respect to the filing of) all tax returns and reports required to be filed by it and has paid all taxes, assessments and other governmental charges imposed upon it or any of its properties, assets, income or franchises, other than those currently payable without penalty or interest and those, not substantial in amount, being contested as permitted by Section 9.2. Since June 17, 1985, the Company has been a member of the affiliated group, within the meaning of Section 1504 of the Code, of which Seagull is the common parent and, as such, joined in the filing of the consolidated Federal income tax returns of such affiliated group for the periods ending on or after such date. The charges, accruals and reserves on the books of the Company in respect of Federal, state and other income taxes for all fiscal periods are adequate in the opinion of the Company, and the Company does not know of any actual or proposed assessment for additional Federal, state or other income taxes for any fiscal period.
Tax Returns and Liabilities. The Company has filed on a timely basis all tax returns that are or were required to be filed pursuant to the laws, regulations or administrative requirements of each governmental body with taxing power of it or its assets. The Company has delivered to `CLYC' all such Tax Returns filed since the Company's inception. The Company has paid, all Taxes that have or may have become due pursuant to those Tax Returns, or otherwise, or pursuant to any assessment received by the Company, except such Taxes, if any, as are set forth in a schedule and are being contested in good faith and as to which adequate reserves (determined in accordance with the tax basis of accounting consistently applied) have been provided for in the Balance Sheets and Interim Balance Sheets.
Tax Returns and Liabilities. (a) Seller has properly and timely filed, and prior to the Closing Date will properly and timely file, all federal, state, county, local and other Tax Returns required by law to be filed with respect to the business of the Branches, the Assets and the Liabilities and each such Tax Return is true, complete and correct in all material respects and has and will prior to the Closing Date timely paid or withheld and paid all amounts of Taxes on or in respect of the Branches, Assets and Liabilities which are due or accrue through such dates to the appropriate Taxing Authority.
