Returns and Audits Clause Samples

Returns and Audits. (i) The Company (or Seller on behalf of the Company) has (A) prepared and timely filed all required U.S. federal, state, local and non-U.S. returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company, its assets or its operations (“Company Taxes”), and such Returns are true and correct in all material respects and have been completed in all material respects in accordance with Applicable Law; (B) timely paid all Company Taxes that are due and payable (whether or not shown on any Return); and (C) complied in all material respects with all applicable information return or reporting requirements relating to the assets and business operations of the Company, and neither the Company nor Seller has any liabilities not reflected in the Financial Information concerning or attributable to such information returns or reporting requirements. Neither the Company nor Seller (on behalf of the Company) has incurred any liability for Company Taxes since March 31, 2014 other than in the ordinary course of business, other than with respect to employment Taxes arising in connection with the transactions contemplated by this Agreement. (ii) The Company (or Seller on behalf of the Company) has withheld and paid with respect to the Employees, the Company’s members and creditors and other third parties, all U.S. federal, state and non-U.S. income Taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts and other Company Taxes required to be paid or withheld, and has timely paid over any such Taxes to the appropriate authorities. (iii) Neither the Company nor Seller has been delinquent in the payment of any Company Tax, nor is there any Company Tax deficiency outstanding, assessed or proposed in writing against the Company or Seller, nor has the Company or Seller executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Company Tax. (iv) No audit or other examination of any Return of or with respect to the Company is presently in progress, nor has the Company or Seller been notified in writing of any request for such an audit or other examination, and neither the Company nor Seller has any Knowledge that any such action or proceeding is being contemplated. No adjustment relating to any Return filed by or with respect to the Company has been proposed in writing by any Ta...
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Returns and Audits. All required federal, state and local tax returns or appropriate extension requests of NLC have been filed, and all federal, state and local taxes required to be paid with respect to such returns have been paid or due provision for the payment thereof has been made. NLC is not delinquent in the payment of any such tax or in the payment of any assessment or governmental charge. NLC has not received notice of any tax deficiency proposed or assessed against it, and has not executed any waiver of any statute of limitations on the assessment or collection of any tax. Except as disclosed to Seller, NLC's tax returns have not been audited by governmental authorities in a manner to bring such audits to the NLC's attention. NLC does not have any tax liabilities, except those incurred in the ordinary course of business since December 31, 1994.
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Returns and Audits. (a) Prior to December 15 of each year, the General Partner shall provide each Partner with an information letter with respect to its distributive share of income, gain, deduction, losses and credits, as the case may be, for income tax reporting purposes for the previous Fiscal Year, together with any other information concerning the Partnership necessary for the preparation of a Partner’s income tax return, including Form K-1 for the Partnership. (b) The General Partner shall prepare or cause to be prepared all federal, state and local tax returns of the Partnership (the “Returns”) for each year for which such Returns are required to be filed. To the extent permitted by law, for purposes of preparing the Returns, the Partnership shall use the Fiscal Year. The General Partner shall promptly notify each Limited Partner of any Partnership audits by the Internal Revenue Service or any state or local taxing authority.
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Returns and Audits. All required federal, state and local tax returns or appropriate extension requests of the Company and the Company Subsidiaries have been filed within the period required for such filings and any extensions granted therefor and within the period that the same may be filed without interest or penalties, and all federal, state and local taxes required to be paid with respect to such returns have been paid or due provision for payment thereof has been made. The Company and the Company Subsidiaries have not received notice of any tax deficiency proposed or assessed against it, and has not signed any waiver of any statute of limitations on the assessment or collection of any tax. None of the tax returns of the Company or any of Company Subsidiaries has been audited by governmental authorities in a manner to bring such audits to the attention of the Company or any of the Company Subsidiaries.
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Returns and Audits. (i) The Company has (A) prepared and timely filed all required U.S. federal, state, local and non-U.S. returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations, and such Returns are true and correct in all material respects and have been completed in all material respects in accordance with Applicable Law; (B) timely paid all Taxes that are due and payable (whether or not shown on any Return) and appropriately reserved on the Most Recent Balance Sheet for all Taxes that are not yet due and payable (whether or not shown on any Return) that have accrued through the date of the Most Recent Balance Sheet; and (C) complied in all material respects with all applicable information return or reporting requirements relating to its business operations and has no liabilities not reflected on the Most Recent Balance Sheet concerning or attributable to such information returns or reporting requirements. The Company has not incurred any liability for Taxes since the date of the Most Recent Balance Sheet other than in the ordinary course of business, other than with respect to employment Taxes arising in connection with the transactions contemplated by this Agreement. (ii) The Company has paid or withheld with respect to its Employees, stockholders, creditors and other third parties, all U.S. federal, state and non-U.S. income Taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts and other Taxes required to be paid or withheld, and have timely paid over any such Taxes to the appropriate authorities. (iii) The Company has not been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed in writing against the Company, nor has the Company executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of the Company is presently in progress, nor has the Company been notified in writing of any request for such an audit or other examination, and the Company has no Knowledge that any such action or proceeding is being contemplated. No adjustment relating to any Return filed by the Company has been proposed in writing by any Tax authority. There are no matters relating to Taxes currently under discussion between any Tax authority and the Company. (v)...
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Related to Returns and Audits

  • Tax Returns and Audits (i) The Company and each of its Subsidiaries have prepared and filed, or joined in the filing of, when due (taking into account all applicable extensions of time to file), all material required Tax Returns and such Tax Returns have been completed in accordance with applicable law. (ii) All material Taxes due and owing by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries are liable under Treasury Regulations section 1.1502-6 by virtue of having been a member of an “affiliated group” (within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”)) of which the Seller is the common parent, have been paid as of the Closing Date, or have been accrued or reserved as set forth on Sections 1.3(c) or 1.3(d) of the Seller Disclosure Letter. (iii) Neither the Company nor any of its Subsidiaries has any material liability for such Taxes as of the date of the Company Balance Sheet which were not appropriately accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred or will incur any material liability for such Taxes after the date of the Company Balance Sheet through the Closing Date other than in the ordinary course of business. (iv) Each material audit or other examination relating to Taxes of, or any Tax Return filed by or on behalf of, the Company or any of its Subsidiaries which began after January 1, 2001 (whether completed or in progress or of which the Company or any of its Subsidiaries have been notified); each adjustment relating to any material Tax Return filed by the Company or any of its Subsidiaries (or on behalf of the Company or any of its Subsidiaries to the extent such adjustment relates to the Company or any of its Subsidiaries) that has been proposed in writing by any Tax authority to Seller, the Company or any of its Subsidiaries; and each outstanding waiver of any statute of limitations on or outstanding extension of the period for the assessment or collection of any Tax, and each assessment for Taxes of the Company or any of its Subsidiaries which currently remains unpaid, is set forth in the Seller Disclosure Letter. (v) Neither the Company nor any of the Subsidiaries (A) have any liability for the Taxes of another Person (other than any member of the consolidated group of which the Seller is the common parent) under Treasury Regulations section 1.1502-6 (or any similar provision of applicable state, local or foreign law), as a transferee or successor, by Contract or otherwise; (B) will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period, or portion thereof, ending after the Closing Date as a result of any (1) change in method of accounting for a taxable period ending on or prior to the Closing Date, (2) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (3) intercompany transactions or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law), (4) installment sale or open transaction disposition made on or prior to the Closing Date, (5) item having been reported on the completed contract method of accounting or the percentage of completion method of accounting, (6) prepaid amount received on or prior to the Closing Date, or (7) other action taken prior to the Closing Date; or (C) has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (vi) There is no contract, plan or arrangement that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company, or any of its Subsidiaries or Purchaser (or affiliates of Purchaser) by reason of Section 280G of the Code. (vii) Since January 1, 1998, Seller has been, and currently is, the common parent of the affiliated group (within the meaning of Section 1504 of the Code) of which the Company and each Subsidiary that is organized within the United States are members.

  • Tax Returns and Information The Partnership shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis of the accrual method and the taxable period or year that it is required by law to adopt, from time to time, as determined by the General Partner. In the event the Partnership is required to use a taxable period other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable period of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal, state and local income tax reporting purposes with respect to a taxable period shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable period ends. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for federal income tax purposes.

  • Tax Returns and Reports The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor's expense, and file all United States Federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service Form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder the appropriate Internal Revenue Service form required to be provided on such form. The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Trustees shall comply with United States Federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities.

  • Returns and Refunds If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Card for such refunds and agree to the refund policy of that merchant. The Issuer or The Pay-O-Matic Corp is not responsible for the delivery, quality, safety, legality or any other aspects of goods or services you purchase from others with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were provided.

  • Tax Returns and Payments Each of the Borrower and each of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all material returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and each of its Subsidiaries has paid all federal and state income Taxes and all other material Taxes and assessments shown on such Returns to be payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAP. On the Closing Date, there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any Taxes relating to the Borrower or any of its Subsidiaries. As of the Closing Date, except as set forth on Schedule 6.9, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business).