Taxes and Tax Matters. (a) The Company and the Subsidiaries have (or, in the case of Company Tax Returns (as defined in Article X) becoming due after the date hereof and before the Effective Time, will have prior to the Effective Time) duly filed all Company Tax Returns required to be filed by the Company and the Subsidiaries at or before the Effective Time with respect to all applicable material Taxes. No material penalties or other charges are or will become due with respect to any such Company Tax Returns as the result of the late filing thereof. All such Company Tax Returns are (or, in the case of returns becoming due after the date hereof and before the Effective Time, will be) true and complete in all material respects. The Company and the Subsidiaries: (i) have paid all Taxes due or claimed to be due by any Taxing authority in connection with any such Company Tax Returns (without regard to whether or not such Taxes are shown as due on any Company Tax Returns); or (ii) have established (or, in the case of amounts becoming due after the date hereof, prior to the Effective Time will have paid or established) in the Financial Statements adequate reserves (in conformity with GAAP consistently applied) for the payment of such Taxes. The amounts set up as reserves for Taxes in the Financial Statements are sufficient for the payment of all unpaid Taxes, whether or not such Taxes are disputed or are yet due and payable, for or with respect to the applicable period, and for which the Company or any Subsidiary may be liable in its own right (including, without limitation, by reason of being a member of the same affiliated group) or as a transferee of the Assets of, or successor to, any Person.
Taxes and Tax Matters. 22 SECTION 3.17 Insurance........................................................................24 SECTION 3.18 Arrangements With Related Parties................................................24 SECTION 3.19
Taxes and Tax Matters. (a) The Company and each Subsidiary has:
Taxes and Tax Matters. (a) The Company and each Company Subsidiary have paid all Taxes due and payable by any of them for or with respect to all periods up to and including the date hereof (without regard to whether or not such Taxes are or were disputed), whether or not shown on any Tax Return.
Taxes and Tax Matters. Except as provided in Section 4.8 of the American Disclosure Schedule:
Taxes and Tax Matters. 11 4.9 Employee Retirement Income Security Act of 1974.......................................12 4.10 Insurance.............................................................................14 4.11
Taxes and Tax Matters. Except as set forth in SCHEDULE :
Taxes and Tax Matters. (a) Learn2 and each Learn2 Subsidiary have paid, or reserved in accordance with GAAP, all Taxes due and payable by any of them for or with respect to all periods up to and including the date hereof, except where such failure to pay or reserve would not have a Learn2 Material Adverse Effect.
Taxes and Tax Matters. (a) E-Stamp and each E-Stamp Subsidiary have paid, or reserved in accordance with GAAP, all Taxes due and payable by any of them for or with respect to all periods up to and including the date hereof, except where such failure to pay or reserve would not have an E-Stamp Material Adverse Effect.
Taxes and Tax Matters. 4.10.1 The Company has filed all Tax Returns that it has been required to file since January 1, 1999. All such Tax Returns were correct and complete in all respects. All such Tax Returns were filed on the basis that the Company was an electing corporation under Subchapter S of the Code. All Taxes owed by the Company with respect to its income (whether or not shown on any Tax Return) have been paid. Except for taxes payable with respect to the Company's operation in 2003 that are not yet due and payable, all Taxes owed by the Shareholders with respect to the income of the Company (whether or not shown on any Tax Return) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. The Company is not required to file Tax Returns in any jurisdiction where the Company does not file Tax Returns. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax.
