Tax Returns and Payment. Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.
Tax Returns and Payment. The Borrower and each Subsidiary of the Borrower has filed all federal, state and local income tax returns and all other tax returns which are required to be filed and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary of the Borrower, except for the filing of such returns, if any, in respect of which an extension of time for filing is in effect and except for such taxes, if any, as are being contested in good faith by appropriate proceedings being diligently conducted and as to which adequate reserves in accordance with generally accepted accounting principles consistently applied have been provided. The charges, accruals and reserves on the books of the Borrower and each Subsidiary of the Borrower in respect of any taxes or other governmental charges are, in the opinion of the Borrower, adequate.
Tax Returns and Payment. Borrower and its Subsidiaries and Unrestricted Subsidiaries have filed all Federal, state, local and other tax returns which are required to be filed and have paid all taxes which have become due pursuant to such returns and all other taxes and similar assessments, fees and other governmental charges upon Borrower and its Subsidiaries and Unrestricted Subsidiaries and upon their respective Properties, income and franchises which have become due and payable by Borrower or any of its Subsidiaries or Unrestricted Subsidiaries, except those (i) wherein the amount, applicability or validity are being contested by Borrower or any such Subsidiary or Unrestricted Subsidiary by appropriate proceedings being diligently conducted in good faith and in respect of which adequate reserves in accordance with GAAP have been established or (ii) the nonpayment of which (a) by the Borrower or any Subsidiary or Unrestricted Subsidiary was not willful and (b) could not reasonably be expected to have a Material Adverse Effect. All material tax liabilities of Borrower and its Subsidiaries and Unrestricted Subsidiaries were adequately provided for as of the date of this Agreement, and are now so provided for on the books of Borrower and its Subsidiaries and Unrestricted Subsidiaries. There is no proposed, asserted or assessed tax deficiency against Borrower or any of its Subsidiaries and Unrestricted Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
Tax Returns and Payment. Borrower and each Subsidiary has filed all federal, state, local and other income and other tax returns which are required to be filed and has paid all taxes which have become due and payable pursuant to such returns and all other taxes, assessments, fees and other governmental charges upon Borrower or such Subsidiary, as the case may be, and upon its Properties, income and franchises which have become due and payable by Borrower or such Subsidiary, as the case may be, except those wherein the amount, applicability or validity are being contested by Borrower or such Subsidiary, as the case may be, by appropriate proceedings being diligently conducted in good faith and in respect of which adequate reserves in accordance with GAAP have been established. There is no asserted or assessed (or to the knowledge of Borrower, proposed) tax deficiency against Borrower or any Subsidiary which, if determined adversely against Borrower or any Subsidiary, could reasonably be expected to have a Material Adverse Effect.
Tax Returns and Payment. SUB and PARENT have filed all material Tax Returns required by it and have paid all Taxes shown thereon to be due, except for Taxes being contested in good faith. There is no material claim for Taxes that is a lien against the property of SUB and PARENT other than liens for taxes not yet due and payable. Neither SUB nor PARENT have received notification of any audit of any Tax Return of SUB and PARENT being conducted or pending by a Tax Authority where an adverse determination could have a Material Adverse Effect, no extension or waiver of the statute of limitations on the assessment of any taxes has been granted by SUB and PARENT which is currently in effect, and SUB and PARENT are not a party to any agreement, contract or arrangement with any Tax Authority, which may result in the payment of any material amount. Neither SUB nor PARENT are a party to any tax-sharing or allocation agreement, nor does they owe any amount under any tax-sharing or allocation agreement. Neither SUB nor PARENT have been (nor does it have any liability for unpaid Taxes because it once was) a member of an “affiliated group” within the meaning of Code Section 1502.
Tax Returns and Payment. Except as disclosed on Schedule 3.22 hereof, TARGET has filed all material Tax Returns required from it and has paid all Taxes shown thereon to be due, except as reflected in the TARGET Financial Statements and except for Taxes being contested in good faith and except for such delinquent tax returns that TARGET is required to file within 90 days after the Effective Time of the Merger. Except as disclosed in the TARGET Financial Statements, there is no material claim for Taxes that is a lien against the property of TARGET other than liens for taxes not yet due and payable. TARGET has not received notification of any audit of any Tax Return of TARGET being conducted or pending by a Tax Authority where an adverse determination could have a Material Adverse Effect, no extension or waiver of the statute of limitations on the assessment of any taxes has been granted by TARGET which is currently in effect, and TARGET is not a party to any agreement, contract or arrangement with any Tax Authority, which may result in the payment of any material amount in excess of the amount reflected on the TARGET Financial Statements. . TARGET is not a party to any tax-sharing or allocation agreement, nor does it owe any amount under any tax-sharing or allocation agreement. TARGET has never been (nor does it have any liability for unpaid Taxes because it once was) a member of an “affiliated group” within the meaning of Code Section 1502.
Tax Returns and Payment. ASAP has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all Taxes shown thereon to be due. Except as disclosed in Financial Statements filed by ASAP with the SEC, there is no material claim for Taxes that is a Lien against the property of ASAP other than Liens for Taxes not yet due and payable, none of which is material. ASAP has not received written notification of any audit of any Tax Return of ASAP being conducted or pending by a Tax authority where an adverse determination could have a Material Adverse Effect on ASAP, no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by ASAP which is currently in effect, and ASAP is not a party to any agreement, contract or arrangement with any Tax authority or otherwise, which may result in the payment of any material amount in excess of the amount reflected on the above referenced ASAP Financial Statements.
Tax Returns and Payment. MGS has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all Taxes shown thereon to be due. There is no material claim for Taxes that is a Lien against the property of MGS. MGS has not received written notification of any audit of any Tax Return of MGS being conducted or pending by a Tax authority where an adverse determination could have a Material Adverse Effect on MGS, no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by MGS which is currently in effect, and MGS is not a party to any agreement, contract or arrangement with any Tax authority or otherwise, which may result in the payment of any amount in excess of the amount reflected on the MGS Financial Statements.
Tax Returns and Payment. Monkey has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all Taxes shown thereon to be due. Except as disclosed in Financial Statements filed by Monkey with the SEC, there is no material claim for Taxes that is a Lien against the property of Monkey other than Liens for Taxes not yet due and payable, none of which is material. Monkey has not received written notification of any audit of any Tax Return of Monkey being conducted or pending by a Tax authority where an adverse determination could have a Material Adverse Effect on Monkey, no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by Monkey which is currently in effect, and Monkey is not a party to any agreement, contract or arrangement with any Tax authority or otherwise, which may result in the payment of any material amount in excess of the amount reflected on the above referenced Monkey Financial Statements.
Tax Returns and Payment. Purchaser has duly and timely filed all material tax returns required to be filed by it and has duly and timely paid all taxes shown thereon to be due, except as reflected in its public filings and except for taxes being contested in good faith. Except as disclosed in its public filings, there is no material claim for taxes that results in a lien against the property of Purchaser other than liens for taxes not yet due and payable, none of which taxes is material. Purchaser has not received notification of any audit of any tax return of Purchaser being conducted or pending by a tax authority where an adverse determination could have a material adverse effect, no extension or waiver of the statute of limitations on the assessment of any taxes has been granted by Purchaser which is currently in effect, and Purchaser is not a party to any agreement, contract or arrangement with any tax authority or otherwise, which may result in the payment of any material amount in excess of the amount reflected in its public filings.
