Tax Returns and Tax Liabilities. Except as set forth in Schedule 3.24, Company has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Company from other persons, such as sales taxes, payroll taxes, etc., (iii) either timely paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Company with respect to all periods up to and including the date hereof.
Tax Returns and Tax Liabilities. Except as set forth in Schedule 3.23, or where the failure will not result in an Ad-Vantage Material Adverse Effect, Ad-Vantage has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Ad-Vantage from other persons, such as sales taxes, payroll taxes, etc., (iii) either timely paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Ad-Vantage with respect to all periods up to and including the date hereof.
Tax Returns and Tax Liabilities. Except as set forth in Schedule 3.23, FHPI has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by FHPI from other persons, such as sales taxes, payroll taxes, etc., (iii) either timely paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by FHPI with respect to all periods up to and including the date hereof. KYLK – Foothills Share Exchange Agreement
Tax Returns and Tax Liabilities. (i) Seller has timely filed all Tax Returns that it was required to file (including, without limitation, all real and personal property, informational, franchise and withholding Taxes and other Returns) or has submitted an extension within which to file such Tax Returns; all such Tax Returns were correct and complete in all respects and based on the applicable measure of Seller’s operations or Assets during the period in question; and true and correct copies of all such Tax Returns are included in Seller’s files.
Tax Returns and Tax Liabilities. Each of Parent and Sub has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Parent from other persons, such as sales taxes, payroll taxes, etc., (iii) either paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the Execution Date which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Parent or Sub with respect to all periods up to and including the Execution Date.
Tax Returns and Tax Liabilities. 2.21(b) Accounts Receivable.........................................................2.22(b) Permits.....................................................................2.24 Major Suppliers and Providers...............................................2.26 Exceptions to Pre-Closing Restrictions......................................4.6(b) Consents Under Key Agreements...............................................5.1.6
Tax Returns and Tax Liabilities. (a) The Acquired Companies have timely filed all Tax Returns that they were required to file (including, without limitation, all real and personal property, informational, franchise and withholding Taxes and other Tax Returns) relating to the Managed Vision Business; all such Tax Returns were correct and complete in all material respects and based on the applicable measure of the Acquired Companies’ operations during the period in question. True and correct copies of all such Tax Returns are included in the Acquired Companies’ files. As used herein, “
Tax Returns and Tax Liabilities. Except as set forth in Schedule 4.13, KYLK has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by KYLK from other persons, such as sales taxes, payroll taxes, etc., (iii) either paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by KYLK with respect to all periods up to and including the date hereof.
Tax Returns and Tax Liabilities. Company has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Company from other persons, such as sales taxes, payroll taxes, etc., (iii) either paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Company with respect to all periods up to and including the date of this Agreement.
Tax Returns and Tax Liabilities. Passport has filed (or caused to be filed), or shall file (or cause to be filed), or has obtained, or shall obtain, extensions to file, all federal, state and local Tax Returns which are required to be filed by it, and has paid (or caused to be paid) or has obtained extensions to pay, all Taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year ending on the Closing Date. All material Tax Liabilities of Passport have been adequately provided for on its books, and no Tax deficiency or Liability of Passport has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for Taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. Such Tax Returns of Passport are true, accurate and complete in all material respects. No other Taxes are due and owing on the part of Passport.
