Common use of Taxes and Payments Clause in Contracts

Taxes and Payments. Borrower and its Subsidiaries have filed all federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all taxes and assessments payable by them which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of Borrower and its Subsidiaries, in accordance with GAAP and for which Borrower and its Subsidiaries, as applicable, have provided adequate reserves (in the good faith judgment of the management of Borrower and its Subsidiaries). Borrower and its Subsidiaries have provided adequate reserves (in the good faith judgment of the management of Borrower and its Subsidiaries) for the payment of all federal, state, local and foreign income taxes applicable for the current fiscal year to date. Except as set forth on Schedule 5.21, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Borrower threatened, by any authority regarding any taxes relating to Borrower or its Subsidiaries that could reasonably be expected to result in a material liability to Borrower or its Subsidiaries. Except as set forth on Schedule 5.21, as of the Closing Date, none of the Borrower or its Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Borrower or its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Borrower or its Subsidiaries not to be subject to the normally applicable statute of limitations.

Taxes and Payments. Each Borrower and its Subsidiaries have each Material Subsidiary has filed all federal federal, state, provincial, local and state foreign income tax returns and all other material tax returns, domestic and foreign, required to be filed by them it and have has paid all taxes and assessments payable by them it which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of such Borrower and its Subsidiaries, such Material Subsidiary in accordance with GAAP and for which such Borrower and its Subsidiaries, as applicable, have provided such Material Subsidiary has established adequate reserves (in the good faith judgment of the management of such Borrower in accordance with GAAP). Each Borrower and its Subsidiaries). Borrower and its Subsidiaries have provided each Material Subsidiary has established adequate reserves (in the good faith judgment of the management of such Borrower and its Subsidiariesin accordance with GAAP) for the payment of all federal, state, provincial, local and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. Except as set forth on Schedule 5.21, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Borrower Borrowers' threatened, by any authority regarding any taxes relating to Borrower Borrowers or its any of their respective Subsidiaries that could reasonably be expected to result in a material liability to Borrower Borrowers or its any of their respective Subsidiaries. Except as set forth on Schedule 5.21, as As of the Closing Date, none neither Borrowers nor any of the Borrower or its their respective Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Borrower Borrowers or its any of their Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Borrower Borrowers or its any of their Subsidiaries not to be subject to the normally applicable statute of limitations. Each Borrower and each Material Subsidiary has made timely payment or deposit of all tax payments and withholding taxes required of it by applicable laws, including those laws concerning F.I.C.A, F.U.T.A. (and their equivalent in any other jurisdictions, where applicable) , federal, state, or provincial disability, and local, state, provincial and federal income taxes.

Taxes and Payments. Borrower Parent and its Subsidiaries have filed all federal federal, state and state other relevant income tax returns and all other material tax returns, domestic and foreign, required to be filed by them in all relevant jurisdictions and have paid all taxes and assessments payable by them which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of Borrower Parent and its Subsidiaries, in accordance with GAAP and for which Borrower Parent and its Subsidiaries, as applicable, have provided adequate reserves (in the good faith judgment of the management of Borrower Parent and its Subsidiaries). Borrower Parent and its Subsidiaries have provided adequate reserves (in the good faith judgment of the management of Borrower Parent and its Subsidiaries) for the payment of all federal, state, local and foreign income taxes applicable for the current fiscal year to date. Except as set forth on Schedule 5.21, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Parent or Borrower threatened, by any authority regarding any taxes relating to Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability to any of Parent, Borrower or its any of their respective Subsidiaries. Except as set forth on Schedule 5.21, as of the Closing Date, none of the Borrower or Parent nor any of its Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Borrower Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Borrower Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Taxes and Payments. Borrower and its Subsidiaries have filed all federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all taxes and assessments payable by them which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of Borrower and its Subsidiaries, in accordance with GAAP and for which Borrower and its Subsidiaries, as applicable, have provided adequate reserves (in the good faith judgment of the management of Borrower and its Subsidiaries). Borrower and its Subsidiaries have provided adequate reserves (in the good faith judgment of the management of Borrower and its Subsidiaries) for the payment of all federal, state, local and foreign income taxes applicable for the current fiscal year to date. Except as set forth on Schedule 5.215.22, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Borrower threatened, by any authority regarding any taxes relating to Borrower or its Subsidiaries that could reasonably be expected to result in a material liability to Borrower or its Subsidiaries. Except as set forth on Schedule 5.215.22, as of the Closing Date, none of the Borrower or its Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Borrower or its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Borrower or its Subsidiaries not to be subject to the normally applicable statute of limitations.

Taxes and Payments. Except as set forth on Schedule 5.21, Borrower Parties and its their Subsidiaries have filed all federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all federal and state taxes and assessments payable by them which have become due, except for those contested in good faith and adequately disclosed to Agents and fully provided for on the financial statements of Borrower Parties and its their Subsidiaries, in accordance with GAAP and for which Borrower Parties and its their Subsidiaries, as applicable, have provided adequate reserves (in the good faith judgment of the management of Borrower and its Subsidiaries)reserves. Borrower Parties and its their Subsidiaries have provided adequate reserves (in the good faith judgment of the management of Borrower and its Subsidiaries) for the payment of all federal, state, local and foreign income taxes applicable for the current fiscal year to date. Except as set forth on Schedule 5.21, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Borrower Parties threatened, by any authority regarding any taxes relating to owed by any Borrower Party or its Subsidiaries any Subsidiary of a Borrower Party that could reasonably be expected to result in a material liability to any Borrower Party or its any Subsidiary of a Borrower Party, except to the extent that such matter has been fully provided for on the financial statements of Borrower Parties and their Subsidiaries, in accordance with GAAP and for which Borrower Parties and their Subsidiaries, as applicable, have provided adequate reserves. Except as set forth on Schedule 5.21, as of the Closing Date, none no Borrower Parties or any Subsidiary of the a Borrower or its Subsidiaries have Party has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of or owed by any Borrower Party or its Subsidiariesany Subsidiary of a Borrower Party, or is aware of any circumstances that would cause the taxable years or other taxable periods of any Borrower Party or its Subsidiaries any Subsidiary of a Borrower Party not to be subject to the normally applicable statute of limitations.

Taxes and Payments. Borrower Except as set forth on Schedule 5.21, Borrowers and its their Restricted Subsidiaries have filed all federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all taxes and assessments payable by them which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of Borrower Borrowers and its their Restricted Subsidiaries, in accordance with GAAP and for which Borrower Borrowers and its their Restricted Subsidiaries, as applicable, have provided adequate reserves (in the good faith judgment of the management of Borrower Borrowers and its their Restricted Subsidiaries). Borrower Borrowers and its their Restricted Subsidiaries have provided adequate reserves (in the good faith judgment of the management of Borrower Borrowers and its their Restricted Subsidiaries) for the payment of all federal, state, local and foreign income taxes applicable for the current fiscal year to date. Except as set forth on Schedule 5.21, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Borrower Borrowers and their Restricted Subsidiaries threatened, by any authority regarding any taxes relating to Borrower any of Borrowers or its their Restricted Subsidiaries that could reasonably be expected to result in a material liability to Borrower any of the Borrowers or its their Restricted Subsidiaries. Except as set forth on Schedule 5.21, as of the Closing Date, none of the Borrower Borrowers or its their Restricted Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Borrower any of the Borrowers or its their Restricted Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Borrower any of the Borrowers or its their Restricted Subsidiaries not to be subject to the normally applicable statute of limitations.

Taxes and Payments. Borrower Except as set forth on Schedule 5.21, each of the Borrowers and its the Restricted Subsidiaries have filed all federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all taxes and assessments payable by them which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of Borrower Borrowers and its the Restricted Subsidiaries, in accordance with GAAP and for which Borrower Borrowers and its the Restricted Subsidiaries, as applicable, have provided adequate reserves (in the good faith judgment of the management of Borrower Borrowers and its the Restricted Subsidiaries). Borrower Borrowers and its the Restricted Subsidiaries have provided adequate reserves (in the good faith judgment of the management of Borrower Borrowers and its the Restricted Subsidiaries) for the payment of all federal, state, local and foreign income taxes applicable for the current fiscal year to date. Except as set forth on Schedule 5.21, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Borrower Borrowers and the Restricted Subsidiaries threatened, by any authority regarding any taxes relating to Borrower or its any of Borrowers and the Restricted Subsidiaries that could reasonably be expected to result in a material liability Material Adverse Change to Borrower any of the Borrowers or its the Restricted Subsidiaries. Except as set forth on Schedule 5.21, as of the Closing Date, none of the Borrower Borrowers or its the Restricted Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Borrower any of the Borrowers or its the Restricted Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Borrower any of the Borrowers or its the Restricted Subsidiaries not to be subject to the normally applicable statute of limitations.