YourSpace has filed with the appropriate taxing authorities any Tax Returns required to be filed by it (taking into account all applicable extensions). No claim has ever been made in writing or otherwise addressed to YourSpace by a taxing authority in a jurisdiction where YourSpace does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.
Except as set forth herein, the Company has filed all Tax returns required to be filed by it (taking into account all applicable extensions or agreed payment schedules). No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax returns that it is or may be subject to taxation by that jurisdiction. The Company has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice.
Each Loan Party's federal tax identification number is set forth on [Schedule 5.9]. Each Loan Party has timely filed or caused to be timely filed (or filed for extension) with the appropriate taxing authority all federal and other returns, statements, forms and reports for Taxes (the "Returns") required to be filed by, or with respect to the income, properties or operations of such Person, except where the failure to timely file or cause to be timely filed such Returns would not reasonably be expected to result in a Material Adverse Effect. The Returns accurately reflect all liability for Taxes of such Person for the periods covered thereby, except where the failure to accurately reflect a liability for Taxes would not reasonably be expected to result in a Material Adverse Effect. Each Loan Party has paid all Taxes payable by it which have become due, other than # those that are being contested in good faith and adequately disclosed and fully provided
Tax Returns. (a) All material Tax Returns required to be filed by or on behalf of [[Organization B:Organization]] have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; # all Taxes of [[Organization B:Organization]] required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on [[Organization B:Organization]]’s balance sheet; # no waivers of statutes of limitation have been given or requested with respect to [[Organization B:Organization]] in connection with any Tax Returns covering [[Organization B:Organization]] or with respect to any Taxes payable by it; # no Governmental Body in a jurisdiction where [[Organization B:Organization]] does not file Tax Returns has made a claim, assertion or threat to [[Organization B:Organization]] that [[Organization B:Organization]] is or may be subject to taxation by such jurisdiction; # [[Organization B:Organization]] has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Body all amounts required to be so collected or withheld for all periods under all applicable laws; # there are no Liens with respect to Taxes on the property or assets of [[Organization B:Organization]] other than Permitted Liens; # there are no Tax rulings, requests for rulings, or closing agreements relating to [[Organization B:Organization]] for any period (or portion of a period) that would affect any period after the date hereof; and # any adjustment of Taxes of [[Organization B:Organization]] made by a Governmental Body in any examination that [[Organization B:Organization]] is required to report to the appropriate provincial, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid. No state of fact exists or has existed which would constitute ground for the assessment of any tax liability by any Governmental Body. All Tax Returns filed by [[Organization B:Organization]] are true, correct and complete.
Tax Returns. Each Borrower and Guarantor has filed, or caused to be filed, in a timely manner all material tax returns, reports and declarations which are required to be filed by it. All information in such tax returns, reports and declarations is complete and accurate in all material respects. Each Borrower and Guarantor has paid or caused to be paid all material taxes due and payable or claimed due and payable in any assessment received by it, except taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or Guarantor and with respect to which adequate reserves have been set aside on its books. Adequate provision has been made for the payment of all material accrued and unpaid Federal, State, county, local, foreign and other taxes whether or not yet due and payable and whether or not disputed.
Tax Returns. Upon demand by the Administrative Agent or a Lender, copies of all federal, State and local Tax returns and reports filed by the Borrower, or in which the Borrower was included on a consolidated or combined basis (excluding sales, use and like taxes).
Tax Returns. Seller shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns required to be filed by Seller related to the Facility or the Acquired Assets, and Buyer shall prepare or cause to be prepared and shall file all Tax Returns required to be filed by Buyer related to the Facility or the Acquired Assets.
The Company shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company or any of its Subsidiaries that are due on or before the Closing Date (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions). Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law).
Tax Returns. Each of the Borrower and each of the Subsidiaries has filed or caused to be filed all Federal, state and local and non-U.S. tax returns required to have been filed by it and has paid or caused to be paid all taxes (whether or not shown in such tax returns) and satisfied all of its withholding tax obligations, except # taxes that are being contested in good faith by appropriate proceedings and for which the Borrower shall have set aside on its books adequate reserves in accordance with GAAP and # where such failure to file or pay would not reasonably be expected to result in a Material Adverse Effect.
Amended Tax Returns. Unless otherwise required by applicable Law, Buyer will not cause or permit the Partnership to # file or amend or otherwise modify any Tax Return that relates in whole or in part to any Tax period that ends before the Closing Date, # make or change any election for, or that has any retroactive effect to, any Tax period that ends before the Closing Date, # voluntarily approach any Tax Authority with respect to any Tax period that ends before the Closing Date or any Taxes attributable to any such period, or # extend or waive the statute of limitations with respect to any Tax period that ends before the Closing Date, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld.
(a) Tax Returns. The Parties acknowledge and agree that the Seller Parties shall be responsible for and shall prepare all Tax Returns of Seller for all periods ending before, on, or after the Closing Date, and Purchaser shall be responsible for and shall prepare the Tax Returns of Purchaser for all periods ending before, on, or after the Closing Date.
Tax Returns and Payments; Pension Contributions. Co-Borrower has timely filed (taking into account all applicable extension periods) all required tax returns and reports, and Co-Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Co-Borrower except # to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or # if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000).
Reporting and Tax Returns. The Committee will cause to be filed all reports and tax returns required under ERISA and the Code.
Taxes and Tax Returns. Seller has filed all Tax Returns that are required to have been filed on or prior to the Closing Date by or with respect to Seller or the Acquired Assets and has paid or will pay and satisfy prior to the Closing Date all Taxes, if any, which are shown thereupon as due and owing, or which otherwise are required to be paid by Seller or with respect to the Acquired Assets. All such Tax Returns are true, correct and complete in all material
Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to a Co-Borrower, such Co-Borrower shall promptly # determine the reason for such return, # issue a credit memorandum to the Account Debtor in the appropriate amount, and # provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Co-Borrowers shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.
Tax Payments. Borrower and each of its Subsidiaries have paid all taxes and assessments payable by it which have become due, other than # those for which the failure to pay could not reasonably be expected to have a Material Adverse Effect and # those being contested in good faith and adequately disclosed and fully provided for on the financial statements of Borrower and its Subsidiaries in accordance with generally accepted accounting principles. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the knowledge of Borrower, threatened by any authority regarding any taxes relating to Borrower or any of its Subsidiaries that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.
Withholding Tax Payments. Each of the Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable rule, regulation or Law, and each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of U.S. federal, state or local or non-U.S. taxes that the Managing Member determines, in Good Faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement.
Amended Returns. Unless otherwise required by Law or based upon the opinion of Purchaser’s independent registered public accounting firm (a copy of which Purchaser shall give to the Representative), Purchaser shall not, and shall cause its Affiliates, including the Company and its Subsidiaries, not to amend, refile or otherwise modify any Tax Return relating in whole or in part to any Pre-Closing Period, including the pre-Closing portion of a Straddle Period, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that to the extent that any such amended or otherwise modified Tax Return is filed without the prior written consent of Representative based upon the opinion of Purchaser’s independent registered public accounting firm and such amended or otherwise modified Tax Return results in an increase in Taxes attributable to a Pre-Closing Period, then Purchaser shall not be entitled to seek indemnification for such increased Tax amounts pursuant to [Article IX], [Section 10.2] or otherwise.
Tax Treatment of Payments. The Parties shall treat any indemnity payments made pursuant to this [Article X] as adjustments to the Purchase Price for Tax purposes unless applicable Tax Law causes such payment not to be so treated.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.