Tax Returns; Taxes Sample Clauses

Tax Returns; Taxes. Except as otherwise disclosed in Schedule 3.12: (a) all Tax Returns relating or with respect to the Member, the Companies, the Assets and the Business have been timely filed through the date hereof in accordance with any applicable law and are true, correct and complete in all respects; (b) all Taxes relating or with respect to the Member, the Companies, the Assets and the Business that were due and payable through the date hereof (whether or not shown on any Tax Return) have been timely paid in full; (c) no claims have been asserted and no proposals or deficiencies for any Taxes relating or with respect to the Companies, the Assets and the Business are being asserted, proposed or threatened, and no audit or investigation of any Tax Return relating or with respect to the Companies, the Assets and the Business is currently underway, pending or, to the Knowledge of the Companies, threatened; (d) no claim has ever been made by any Governmental Entity in a jurisdiction where the Companies do not file Tax Returns that either of the Companies is or may be subject to taxation in that jurisdiction; (e) each Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (f) there are no outstanding waivers or agreements by the Companies or the Member for the extension of time for the assessment of any Taxes, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by either of the Companies or any other matter pending between the Member or the Companies and any taxing authority; (g) there are no Liens for Taxes upon any of the Assets or the Business other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or to the Knowledge of the Companies, threatened; (h) neither Company is a party to any Tax allocation or sharing agreement; (i) neither Company has been a member of an affiliated group filing a consolidated federal income tax return; and (j) neither Company has any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or ot...
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Tax Returns; Taxes. Except as otherwise disclosed on Schedule 3.13:
Tax Returns; Taxes. (a) Vail Banks and WestStar ------------------ have duly filed or will file when due (i) all required federal and state tax returns and reports, and (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon their respective incomes, properties, revenues, franchises, operations or other assets or taxes imposed which might create a lien or encumbrance on any of such assets or affect adversely their respective businesses or operations. Such returns or reports are, and when filed will be, true, complete and correct, and Vail Banks and WestStar have paid, or will pay with respect to returns or reports related to their respective businesses not yet filed because not yet due, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges including all applicable interest and penalties, set forth in such returns or reports related to their respective businesses. All federal, state and local taxes and other governmental charges paid or payable by Vail Banks or WestStar have been paid, or have been accrued or reserved on their respective books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate reserves for the payment of taxes have been established on the books of Vail Banks and WestStar for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Vail Banks and WestStar shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Neither Vail Banks nor WestStar have received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of Vail Banks or WestStar (collectively "Management"), there is no threatened claim against either Vail Banks or WestStar, or any basis for any such claim, for payment of any additional federal, state, local or foreign taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the Vail Banks 1997 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either Vail Banks or WestStar for the extension of time for the assessment of any taxes. The federal income tax returns...
Tax Returns; Taxes. Mizar (a) has duly filed all U.S. federal and ------------------ material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such returns and reports are correct in all material respects; (b) has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and (c) has made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by Mizar with respect to any tax, except that Mizar has been granted extensions for the filing of its federal tax returns for the year ended June 30, 1997, and its Texas franchise taxes are paid pursuant to a valid extension agreement. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against Mizar, nor has Mizar received notice of any such deficiency, delinquency or default. Mizar has no material tax liabilities other than those reflected on Mizar Balance Sheet and those arising in the ordinary course of business since the date thereof. Mizar will make available to LSI true, complete and correct copies of Mizar's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by LSI. The U.S. federal income tax liabilities of Mizar have been paid for all fiscal years up to and including the year ended June 30, 1997.
Tax Returns; Taxes. Except as set forth in Section 5.17 of the Seller Disclosure Schedule:
Tax Returns; Taxes. (a) Except as disclosed on Schedule 4.14(a),
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Tax Returns; Taxes. (i) Each Company Entity has timely filed all returns, declarations, reports, estimates, information returns, and statements, including any schedules and amendments to such documents (“Returns”), required to be filed or sent by it in respect of any Taxes or required to be filed or sent by it by any taxing authority having jurisdiction; (ii) all such Returns are complete and accurate in all material respects; (iii) each Company Entity has timely and properly paid all Taxes required to be paid by it; and (iv) each Company Entity has complied with all applicable laws, rules, and regulations relating to the collection or withholding of Taxes from third parties and the payment thereof; (v) there are no liens for Taxes upon any assets of any Company Entity; (vi) no deficiency for any Taxes has been asserted, assessed or proposed in writing against any Company Entity that has not been resolved and paid in full or is not being contested in good faith; (vii) no waiver, extension or comparable consent given by any Company Entity regarding the application of the statute of limitations with respect to any Taxes or Returns is outstanding, nor is any request for any such waiver or consent pending; and (viii) there has been no Tax audit or other administrative proceeding or court proceeding with regard to any Taxes or Returns, nor is any such Tax audit or other proceeding pending, nor has there been any notice to any Company Entity by any taxing authority regarding any such Tax audit or other proceeding.
Tax Returns; Taxes. (a) All Tax Returns due to have been filed by the Seller through the date hereof in accordance with all applicable Laws (pursuant to an extension of time or otherwise) have been duly filed and are true, correct and complete in all respects.
Tax Returns; Taxes. Except as otherwise disclosed on Section 4.10 of the Parent Disclosure Schedule:
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