Tax Returns and Liabilities. Seller has not, by conduct or omission, become subject to any federal, state, county, local or other tax liens, however the same may have arisen, that would attach to the Assets but, to the extent any such sum(s) arise, Seller agrees to promptly pay such sum(s).
Tax Returns and Liabilities. The Partnership is taxed as a partnership and, as such, is a flow through entity for tax purposes. (10) Title to and Use of Properties; Absence of Liens and Encumbrances, etc. (a) Schedule 12(a)(10)(a) lists all leases of real property and all material --------------------- leases of personal property to which the Partnership is a party, either as lessor or lessee, including location or description of property; name of lessor; termination date or notice requirement with respect to termination; and annual rental and terms of payment. Complete and correct copies of such leases have been delivered to C & D. (b) Except for the Malibu Property, the Partnership has not owned nor does it currently own any fee interest in any real property, nor has the Partnership agreed to purchase or is it obligated to purchase any interest in any real property. There are no outstanding contracts of sale, options to purchase, rights or first refusal or rights of first offer with respect to all or any portion of the Malibu Property. (c) Except as disclosed in Schedule 12(a)(10)(c), the Partnership has good --------------------- and marketable title to all of the properties and assets, real and personal, the Partnership purports to own which form a part of the business of the Partnership including, without limitation, the properties and assets of the Partnership (other than such properties and assets as shall have been sold or otherwise disposed of in the ordinary course of business) free and clear of any agreement or understanding with respect to the use or possession thereof or any rights thereto and of all liens (including, without limitation, statutory liens arising by reason of labor or materials furnished or claimed to have been furnished to the Partnership or any predecessor in interest), mortgages, pledges, encumbrances, security interests, conditional sales agreements or charges of any kind or character except (i) encumbrances solely with respect to personal property incurred in the ordinary course of business; (ii) liens and encumbrances on the Property reflected in that certain ALTA Loan Policy of Title Insurance dated February 21, 2001 issued to Seller by Lawyers Title Insurance Company as Policy No. 5104950-M; (iii) liens for current taxes and assessments not yet due and payable; and (iv) encumbrances solely with respect to personal property which are minor in amount and do not materially impair the value or use in accordance with past practices of the assets affected...
Tax Returns and Liabilities. CommonWealth has filed all tax returns required to be filed by any jurisdiction to which it is or has been subject. Additionally, CommonWealth has either paid in full all taxes due and all taxes claimed to be due by each such jurisdiction (whether measured by income, revenues, real or person property, sales or use) and any interest and penalties with respect thereto, or has provided in the fiscal year to which the tax may apply reserves believed by CommonWealth and Sellers to be adequate for the payment of such tax obligations.
Tax Returns and Liabilities. All tax returns of every kind (including, without limitation, returns of all income taxes, franchise taxes, real and personal property taxes, intangibles taxes, withholding taxes, employee compensation taxes and all other taxes of any kind applicable to the Company and the Subsidiaries) that are due have been filed in accordance with applicable laws, and all taxes shown to be due on such returns (other than those that may or will arise as a result of the Section 338(h)(10) Election, hereinafter defined) have been paid in full or will be paid or accrued on the balance sheets of the Company and the Subsidiaries as of the Closing Date. Except as disclosed in Schedule 2.17, the amounts so paid have been adequate in all material respects to pay all income, franchise, real and personal property, intangibles, withholding and employment compensation taxes and all other taxes of any kind whatsoever, including interest and penalties, due and payable by the Company and the Subsidiaries for all periods covered by those tax returns.
Tax Returns and Liabilities. Within the times and in the manner prescribed by law, Seller has filed all Federal, state and local tax returns required by law in connection with the business of Seller and has paid or has made provision for the taxes due and payable in connection therewith.
Tax Returns and Liabilities. The Company has filed on a timely basis all tax returns that are or were required to be filed pursuant to the laws, regulations or administrative requirements of each governmental body with taxing power of it or its assets. The Company has delivered to GRG all such Tax Returns filed since the Company's inception. The Company has paid, all Taxes that have or may have become due pursuant to those Tax Returns, or otherwise, or pursuant to any assessment received by the Company, except such Taxes, if any, as are set forth in a schedule and are being contested in good faith and as to which adequate reserves (determined in accordance with the tax basis of accounting consistently applied) have been provided for in the Balance Sheets and Interim Balance Sheets.
Tax Returns and Liabilities. The Partnership is taxed as a partnership and, as such, is a flow-through entity for tax purposes.
Tax Returns and Liabilities. 16 8.8 Permits, Governmental and Other Approvals.......................17 8.9 Patents, Trademarks and Other Rights............................17 8.10 Consents........................................................17 8.11 Shares to be Fully Paid; Reservation of Shares..................17 8.12 Key Employees...................................................17 8.13 Survival........................................................18 8.14
Tax Returns and Liabilities. The Company has filed all federal and state tax returns required to be filed and has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due. In the opinion of the officers of the Company, adequate accruals have been set up to cover all unpaid taxes. The Company is not aware of any material liabilities, contingent or otherwise, that have not been disclosed in the financial statements referred to in Section 8.2
Tax Returns and Liabilities. (a) Seller has properly and timely filed, and prior to the Closing Date will properly and timely file, all federal, state, county, local and other Tax Returns required by law to be filed with respect to the business of the Branches, the Assets and the Liabilities and each such Tax Return is true, complete and correct in all material respects and has and will prior to the Closing Date timely paid or withheld and paid all amounts of Taxes on or in respect of the Branches, Assets and Liabilities which are due or accrue through such dates to the appropriate Taxing Authority.
