Common use of Taxes, Returns and Reports Clause in Contracts

Taxes, Returns and Reports. Except as set forth in the POHF Disclosure Schedule, each of POHF and Peoples Savings has since January 1, 2000 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it or any of its income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). POHF has established, and shall establish in the Subsequent POHF Financial Statements (as hereinafter defined), in accordance with generally accepted accounting principles, a reserve for taxes in the POHF Financial Statements adequate to cover all of POHF's and Peoples Savings' tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither POHF nor Peoples Savings has, nor will either have, any liability for taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent POHF Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of POHF or Peoples Savings. Neither POHF nor Peoples Savings is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of POHF or Peoples Savings have been audited by any taxing authority during the past five (5) years.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Ohio Financial Corp)

AutoNDA by SimpleDocs

Taxes, Returns and Reports. Except as set forth in the POHF -------------------------- Disclosure Schedule, each of POHF and Peoples Savings Community has since January 1, 2000 1995 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it and Bank or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). POHF Community has established, and shall establish in the Subsequent POHF Community Financial Statements (as hereinafter defined)Statements, in accordance with generally accepted accounting principles, a reserve for taxes in the POHF Community Financial Statements adequate to cover all of POHFCommunity's and Peoples Savings' Bank's tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither POHF Community nor Peoples Savings Bank has, nor will either of them have, any liability for taxes of any nature for or with respect to the operation of its businesstheir respective businesses, including the business of any subsidiary, or ownership of their assets, including the assets of any subsidiary, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent POHF Community Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of POHF or Peoples SavingsCommunity. Neither POHF Community nor Peoples Savings Bank is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of POHF or Peoples Savings Community have been audited by any taxing authority during the past five (5) years.

Appears in 1 contract

Samples: Agreement of Affiliation and Merger (Community Financial Corp /Il/)

Taxes, Returns and Reports. Except as set forth in the POHF Disclosure Schedule, Heritage and each of POHF and Peoples Savings Subsidiary has since January 1, 2000 1995: (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it Heritage or any Subsidiary or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). POHF Heritage has established, and shall establish in the Subsequent POHF Heritage Financial Statements (as hereinafter defined)Statements, in accordance with generally accepted accounting principles, a reserve for taxes in the POHF Heritage Financial Statements adequate to cover all of POHFHeritage's and Peoples Savingsthe Subsidiaries' tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither POHF Heritage nor Peoples Savings any Subsidiary has, nor will either have, any liability for taxes of any nature for or with respect to the operation of its businesstheir respective businesses, including the business of any subsidiary, or ownership of their assets, including the assets of any subsidiary, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent POHF Heritage Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of POHF or Peoples SavingsHeritage. Neither POHF Heritage nor Peoples Savings any Subsidiary is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of POHF or Peoples Savings Heritage have been audited by any taxing authority during the past five (5) years.

Appears in 1 contract

Samples: Agreement of Affiliation and Merger (Heritage Financial Services Inc /Tn/)

Taxes, Returns and Reports. Except as set forth in the POHF Disclosure Schedule, Permanent and each of POHF and Peoples Savings Subsidiary has since January 1, 2000 1995: (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it Permanent or any Subsidiary or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). POHF Permanent has established, and shall establish in the Subsequent POHF Permanent Financial Statements (as hereinafter defined)Statements, in accordance with generally accepted accounting principles, a reserve for taxes in the POHF Permanent Financial Statements adequate to cover all of POHFPermanent's and Peoples Savingsthe Subsidiaries' tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither POHF Permanent nor Peoples Savings any Subsidiary has, nor will either have, any liability for taxes of any nature for or with respect to the operation of its businesstheir respective businesses, including the business of any subsidiary, or ownership of their assets, including the assets of any subsidiary, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent POHF Permanent Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of POHF or Peoples SavingsPermanent. Neither POHF Permanent nor Peoples Savings any Subsidiary is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of POHF or Peoples Savings Permanent have been audited by any taxing authority during the past five (5) years.

Appears in 1 contract

Samples: Agreement of Affiliation and Merger (Permanent Bancorp Inc)

AutoNDA by SimpleDocs

Taxes, Returns and Reports. Except as set forth in the POHF Disclosure Schedule, each of POHF and Peoples Savings has since January 1, 2000 1997 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it and the Bank or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). POHF Peoples has established, and shall establish in the Subsequent POHF Peoples Financial Statements (as hereinafter defined)Statements, in accordance with generally accepted accounting principles, a reserve for taxes in the POHF Peoples Financial Statements adequate to cover all of POHFPeoples' and the Bank's and Peoples Savings' tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither POHF Peoples nor Peoples Savings the Bank has, nor will either of them have, any liability for taxes of any nature for or with respect to the operation of its businesstheir respective businesses, including the business of any subsidiary, or ownership of their assets, including the assets of any subsidiary, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent POHF Peoples Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of POHF or Peoples SavingsPeoples. Neither POHF Peoples nor Peoples Savings the Bank is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of POHF or Peoples Savings have been audited by any taxing authority during the past five (5) years.

Appears in 1 contract

Samples: Plan of Reorganization and Merger (Mainsource Financial Group)

Taxes, Returns and Reports. Except as set forth in the POHF Disclosure Schedule, each of POHF and Peoples Savings Community has since January 1, 2000 1995 (a) duly and timely filed all federal, state, local and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate and complete in all material respects; (b) paid or otherwise adequately reserved in accordance with generally accepted accounting principles for all taxes, assessments and other governmental charges due or claimed to be due upon it and Bank or any of its their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). POHF Community has established, and shall establish in the Subsequent POHF Community Financial Statements (as hereinafter defined)Statements, in accordance with generally accepted accounting principles, a reserve for taxes in the POHF Community Financial Statements adequate to cover all of POHFCommunity's and Peoples Savings' Bank's tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither POHF Community nor Peoples Savings Bank has, nor will either of them have, any liability for taxes of any nature for or with respect to the operation of its businesstheir respective businesses, including the business of any subsidiary, or ownership of their assets, including the assets of any subsidiary, from the date hereof up to and including the Effective Time, except to the extent set forth in the Subsequent POHF Community Financial Statements (as hereinafter defined) or as accrued or reserved for on the books and records of POHF or Peoples SavingsCommunity. Neither POHF Community nor Peoples Savings Bank is currently under audit by any state or federal taxing authority. No federal, state or local tax returns of POHF or Peoples Savings Community have been audited by any taxing authority during the past five (5) years.

Appears in 1 contract

Samples: Agreement of Affiliation and Merger (First Financial Corp /In/)

Time is Money Join Law Insider Premium to draft better contracts faster.