Filing and Payment. All material Tax Returns required to be filed by, on behalf of or with respect to the Group Companies have been duly and timely filed and are complete and correct in all material respects. All material Taxes (whether or not reflected on such Tax Returns) required to be paid by or with respect to the Group Companies have been duly and timely paid. All material Taxes required to be withheld by the Group Companies have been duly and timely withheld, and such withheld Taxes have been either paid to the proper Governmental Entity or properly set aside in accounts for such purpose.
Filing and Payment. All Tax Returns required to be filed by, on behalf of or with respect to, Target or any of its Subsidiaries have been duly and timely filed and are complete and correct in all material respects. All Taxes (whether or not reflected on such Tax Returns) required to be paid with respect to, or that could give rise to a Lien on the Target Assets, Target or any of its Subsidiaries have been duly and timely paid. All Taxes required to be withheld by Target or any of its Subsidiaries have been duly and timely withheld, and such withheld Taxes have been either duly and timely paid to the proper Governmental Authority or properly set aside in accounts for such purpose.
Filing and Payment. All material Returns required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of any of the Seller Subsidiaries have, to the extent required to be filed on or before the date hereof (taking into account any extension of time within which to file), been filed when due in accordance with all Applicable Laws, and such Returns were true and complete in all material respects. All material Taxes due and payable by any of the Seller Subsidiaries have been timely paid, or withheld and remitted to the appropriate Taxing Authority. There are no Liens on any of the assets of any of the Seller Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax (except for Liens that arise by operation of law for Taxes not yet due and payable).
Filing and Payment. All material Tax Returns required to be filed by the Transferred Entities have been duly and timely filed and are complete and correct. All Taxes shown as due on such Tax Returns and all other material Taxes required to be paid with respect to, or that could give rise to a Lien on the assets of, the Transferred Entities have been duly and timely paid. All material Taxes required to be withheld by the Transferred Entities have been duly and timely withheld, and such withheld Taxes have been either duly and timely paid to the proper Governmental Authority or properly set aside in accounts for such purpose.
Filing and Payment. Except as set forth in Section 3.10(a) of the Seller Disclosure Letter: (i) the Sellers and the Companies have timely filed (or received an appropriate extension of time to file) all Tax Returns required to be filed by them in accordance with all applicable Laws; (ii) all Tax Returns that have been filed were true and complete in all material respects; (iii) all Taxes shown as due on such Tax Returns have been timely paid, or withheld and remitted, to the appropriate Taxing Authority; and (iv) all other Taxes in connection with, relating to, or arising out of the Business for which a notice of assessment or demand for payment has been received, except for Taxes being contested in good faith by appropriate proceedings, have been timely paid, or withheld and remitted, to the appropriate Taxing Authority.
Filing and Payment. Except as set forth in Section 3.27(a) of the Disclosure Schedule, (i) all Tax returns, statements, reports, elections, declarations, disclosures, schedules and forms (including estimated tax or information returns and reports) filed or required to be filed with any Taxing Authority by or on behalf of the Company or any of its Subsidiaries (collectively, the “Returns”), have, to the extent required to be filed on or before the date hereof, been filed when due in accordance with all Applicable Laws; (ii) as of the time of filing, the Returns were true and complete in all material respects; and (iii) all Taxes shown as due and payable on the Returns that have been filed have been timely paid, or withheld and remitted to the appropriate Taxing Authority.
Filing and Payment. Except as set forth on Schedule 4.17(a), (i) all material Tax returns, statements, reports and forms (including estimated tax or information returns and reports) required to be filed with any Taxing Authority with respect to any Pre-Effective Tax Period by or on behalf of the Company or any of its Subsidiaries (collectively, the "Returns") have, to the extent required to be filed on or before the date hereof, been filed when due in accordance with all applicable laws, (ii) as of the time of filing, the Returns were true and complete in all material respects and (iii) all Taxes due and payable with respect to the periods covered by the Returns that have been filed, and all material Taxes due to other Persons (for example, under Tax allocation or indemnity agreements), have been timely paid, or withheld and remitted to the appropriate Taxing Authority or such Person, respectively.
Filing and Payment. All income and other material Tax Returns required to be filed by, or with respect to, Acquiror and Merger Sub have been duly and timely filed and are complete and correct in all material respects. All income and other material Taxes required to be paid by, with respect to, or that could give rise to a Lien on the assets of, Acquiror and Merger Sub, have been duly and timely paid. All material Taxes required to be withheld or collected by Acquiror and Merger Sub, have been duly and timely withheld and collected, and such withheld and collected Taxes have been either duly and timely paid to the proper Governmental Authority or properly set aside in accounts for such purpose.
Filing and Payment. All income and other material Tax Returns required to be filed by, on behalf of or with respect to the Transferred Companies or any of their respective Subsidiaries have been duly and timely filed and are true, complete and correct in all material respects. All income and other material Taxes (whether or not reflected on such Tax Returns) required to be paid by the Transferred Companies or any of their respective Subsidiaries have been duly and timely paid. All material Taxes required to be withheld by the Transferred Companies or any of their respective Subsidiaries have been duly and timely withheld, and such withheld Taxes have been duly and timely paid to the proper Governmental Authority.
Filing and Payment. Except as set forth in Section 5.13(a) of the Company Disclosure Schedule, (i) all material Tax Returns required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of the Company or any of its Subsidiaries, have, to the extent required to be filed on or before the date hereof or the Closing Date, as applicable (taking into account any extension of time within which to file), been filed when due in accordance with all applicable Laws; (ii) as of the time of filing, the Returns were true and complete in all material respects; and (iii) all material Taxes due and payable by the Company or any of its Subsidiaries have been timely paid, or withheld and remitted to the appropriate Taxing Authority. There are no Liens on any of the assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax (except for Liens that arise by operation of law for Taxes not yet due and payable).
