Taxes; Returns. Since its incorporation, EFS has continuously been treated for U.S. income tax purposes as an “S Corporation” within the meaning of Section 1361 of the Code. EFS has (i) duly filed all Material Returns in a timely manner, as required to be filed by it (all such Returns being accurate and complete in all Material respects) and has paid all Taxes shown thereon to be due, and (ii) duly paid all Material Taxes required to be paid by it through the date of this Agreement, whether or not shown on a Return, other than Taxes that are being contested in good faith and by appropriate proceedings. All Material Taxes attributable to EFS for all taxable periods ended on or before the Closing Date, to the extent not required to have been previously paid, will be fully and adequately reserved for as a Tax liability on EFS’ financial statements in accordance with GAAP. The amounts recorded as reserves for Tax liability on the Most Recent Balance Sheet are sufficient in the aggregate for the payment by EFS of all unpaid Material Taxes (including any interest or penalties thereon) whether or not disputed or accrued, for all periods ended on or prior to the date of such statement. There are no Liens for Taxes upon the assets of EFS, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings. Since January 1, 2000, to the Knowledge of EFS, no claim has ever been made by an authority in a jurisdiction where EFS does not file Returns that it may be subject to taxation by that jurisdiction. Since January 1, 2000, to the Knowledge of EFS, (i) there are no claims asserted for deficiencies in Taxes against EFS, (ii) EFS has not given any currently effective waivers extending the statutory period of limitation applicable to any Return for any period or entered into any “closing agreements” as described in Section 7121 of the Code, (iii) EFS does not have in effect any power of attorney or other authorization for anyone to represent it with respect to any Taxes and (iv) EFS has not received written notification of a Tax audit and, to the Knowledge of EFS there are no Tax audits in progress of any Returns of EFS. EFS has provided to Parent or its representatives complete and correct copies of its Returns which have been filed on or subsequent to December 31, 2000, and all examination reports, if any, relating to the audit of such Returns by the IRS or other Tax authority.
Taxes; Returns. Dealer accepts full and complete responsibility for filing all tax returns and paying all taxes which may be required or due for payments received from Manufacturer under the terms and conditions of this Agreement.
Taxes; Returns. Except as set forth on Schedule V, Gateway has filed in a timely fashion all federal, state, county and local tax returns which it is obligated to file pursuant to any taxing authority and all taxes reflected on any such returns filed have been paid in their entirety by Gateway, except in the instance of a validly asserted contest with respect to any such tax, as such contest may be identified on Schedule V to this Agreement.
Taxes; Returns. Subject to the obligation of the Seller to assist in such effort, the Buyer shall cause consolidated Tax Returns with respect to all applicable Federal and state income Taxes for the Targets and the Seller for FYE 1999 and 2000 to be filed with the appropriate taxing authority. Buyer may deduct the cost of preparing these Tax Returns including the cost of accountants and tax advisers from the payment under the Purchase Note, up to a maximum of $20,000.00.
