Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers (the “Tax Returns”) with respect to any federal, state or local taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof) (the “Taxes”) have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers for Taxes for the periods, property or events covered thereby. All Taxes, including without limitation those called for by the Tax Returns, claimed to be due by any taxing authority from Sellers, have been properly accrued or paid. Except as listed in Exhibit B attached to this Agreement, Sellers have not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers or any of their assets or properties. Sellers have not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellers. Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes imposed upon Sellers.
Tax and Other Returns and Reports. Except as set forth in Schedule 2.6:
Tax and Other Returns and Reports. (i) All federal, state, local and foreign tax returns and reports (including without limitation all income tax, social security, payroll, unemployment compensation, sales and use, excise, privilege, property, ad valorem, franchise, license, and school) required to be filed by the Seller by the Closing ("Tax Returns") have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, and all such returns and reports properly reflect the taxes of the Seller for the periods covered thereby; (ii) all federal, state, and local taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions, including those enumerated above with respect to the Tax Returns, which are called for by the Tax Returns, or which are claimed to be due from the Seller by notice from any taxing authority, or upon or measured by its properties, assets or income ("Taxes"), have been properly accrued or paid by or at the Closing if then due and payable; and (iii) the reserves for Taxes contained in the Financial Statements are adequate to cover the tax liabilities of the Seller as of that date, and nothing other than tax on operations subsequent to the date of the Financial Statements has occurred subsequent to that date to make any of such reserves inadequate.
Tax and Other Returns and Reports. THI has timely filed or will file all federal, state and local tax returns and information returns ("Tax Returns") required to be filed by THI and has paid all taxes due for all periods ending on or before December 31, 1995. Adequate provision has been made in the books and records of THI, for all taxes whether or not due and payable and whether or not disputed. Exhibit 6.23.A lists the date or dates through which the IRS and any other governmental entity have examined the United States federal income tax returns and any other Tax Returns of THI. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate and in all material respects. Except as set forth in Exhibit 6.23.B, no governmental entity has, during the past three years, examined or is in the process of examining any Tax Returns of THI. Except as set forth on Exhibit 6.23.C, no Governmental Entity has proposed (tentatively or definitively), asserted or assessed or threatened to propose or assert, any deficiency, assessment, lien, or other claim for taxes and there would be no basis for any such delinquency, assessment, lien or claim. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against THI or with respect to any tax return filed or to be filed by THI.
Tax and Other Returns and Reports. Chiron represents and warrants to the Purchaser that, except as set forth in Schedule 6.2.2, the Company and each Subsidiary have timely filed or will file (or, where permitted or required, its respective direct or indirect parents have timely filed or will file) all required Tax Returns and have paid all Taxes due for all periods ending on or before the Closing Date. Except as disclosed in Schedule 6.2.2, adequate provision has been made in the books and records of the Company and each Subsidiary, and in the Financial Statements referred to in Section 2.7 above or in any other financial statements delivered or to be delivered to the Purchaser, for all Taxes whether or not due and payable and whether or not disputed. Neither the Company nor any Subsidiary has elected to be treated as a consenting corporation under Section 341(f) of the Code. Schedule 6.2.2 lists the date or dates through which the IRS and any other governmental entity or body have examined the United States federal income tax returns and any other Tax Returns of the Company and its Subsidiaries. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate in all material respects. Except as set forth in the Schedule 6.2.2, no governmental entity or body has, during the past three years, examined or is in the process of examining any Tax Returns of the Company or any Subsidiary. Except as set forth on Schedule 6.2.2, no governmental entity or body has proposed (tentatively or definitively), asserted or assessed or, to the knowledge of Chiron, threatened to propose or assert, any deficiency, assessment or claim for Taxes and there would be no basis for any such deficiency assessment or claim. Chiron has provided to the Purchaser all Tax Returns filed for the Company on a separate basis (and related work papers, audit papers or other relevant documents for Tax Returns) and excerpts from consolidated and combined returns relating to tax items of the Company, included therein for the prior three years and for all prior periods that are still open under the statute of limitations which have been requested by the Purchaser or its duly authorized representatives.
Tax and Other Returns and Reports. (a) For purposes of this Agreement:
Tax and Other Returns and Reports. The Business has filed --------------------------------- or caused or will be caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to have been filed by the Internal Revenue Code of 1986, as amended, or by applicable Laws, except for those with respect to which the failure to file would not have a material adverse effect on the Business after the Closing Date. All such filed Tax Returns are or will be complete and accurate in all material respects, except where the failure to be so will not have a material adverse effect on the Business after the Closing Date. Except as set forth on Schedule 4.8, (i) all Taxes shown to be due on such Tax Returns ------------ have been or will be timely paid in full, and no tax liens have been filed, (ii) there is no audit examination, asserted deficiency or refund litigation or dispute with a taxing authority with respect to any Taxes of the Business that might reasonably be expected to result in a determination the effect of which would have a material adverse effect on the Business or each of their operations after the Closing Date, (iii) all Taxes of the Business due with respect to completed and settled examinations or concluded litigation have been paid or adequately reserved for, except where to do so will not have a material adverse effect on the Business after the Closing Date, (iv) the Business has not executed a presently effective waiver or extension of any statute of limitations on the assessment or collection of any Tax due, except where having done so will not have a material adverse effect on the Business after the Closing Date, and (v) the Business has collected and withheld all material Taxes which they have been required to collect or withhold and have timely submitted all such collected and submitted amounts to the appropriate authorities, except where the failure to have done so will not have a material adverse effect on the Business after the Closing Date. As used herein:
Tax and Other Returns and Reports. 5.02. Property Manager shall prepare and file all tax returns and other documents required under federal and state tax laws with respect to the Premises. Further, the Property Manager shall prepare and provide to Owner all information a detailed accounting schedules necessary for Owner to prepare and file Owner’s income tax returns with respect to results of operations of the Premises.
Tax and Other Returns and Reports. (i) All federal, state, local and foreign tax returns and reports (including without limitation all income tax, social security, payroll, unemployment compensation, sales and use, excise, privilege, property, ad valorem, franchise, license and school) required to be filed by the Seller by the Closing ("Tax Returns") have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, and all such returns and reports properly reflect the taxes of the Seller for the periods covered thereby; and (ii) all federal, state and local taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions, including those enumerated above with respect to the Tax Returns, which are called for by the Tax Returns, or which are claimed to be due from the Seller by notice from any taxing authority, or upon or measured by its properties, assets or income, have been properly accrued or paid by or at the Closing if then due and payable.
Tax and Other Returns and Reports. All federal, state, local and foreign Tax Returns and other similar filings required to be filed by DMI with respect to any federal, state, local or foreign tax have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of DMI or Taxes for the periods, property or events covered thereby. All Taxes which are called for in the Tax Returns, or claimed to be due by any taxing authority from Sellers, have been properly accrued or paid. Sellers have not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are no pending tax examinations of or tax claims asserted against the Acquired Assets. There are no tax liens (other than any lien for current taxes not yet due and payable) in any of the Acquired Assets.
