Common use of Tax Returns and Payment Clause in Contracts

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. 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.