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 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.
Tax Returns Except as set forth on Schedule 3.6,
(a) As of the Closing Date, the Seller has duly, timely and accurately filed or caused to be duly, timely, and accurately filed with the appropriate taxing jurisdictions, all Federal, state, local and foreign Tax Returns required to be filed, has timely paid or caused to be timely paid all Taxes as shown on such returns or on any assessment received by it to the extent that such Taxes have become due. All Tax Returns were correct and complete in all respects. The Seller is not the beneficiary of any extension of time within which to file any Tax Return. The Seller has not waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or penalty.
(b) No audits or other administrative or court proceedings are pending or proposed with respect to the Seller that relate to Taxes. The Seller has never been a party to any audit, administrative or court proceeding that relate to Taxes.
(c) No claim or assessment has been made by any taxing authority for unpaid Taxes against the Seller. There are no Tax Liens upon the assets of Seller, except for any Liens for personal property taxes not yet due and payable.
(d) All Taxes due and payable by Seller on or before the Closing Date, for which neither filing of Tax Returns nor notice of deficiency or assessment is required, have been paid.
(e) The Seller is not a party to or bound by (nor will it become a party to or bound by) any Tax indemnity, Tax sharing, or Tax allocation agreement of any kind. There are not outstanding powers of attorney executed on behalf of the Seller.
(f) The Seller has never been a member of an affiliated group of corporations within the meaning of IRC Section 1504.
(g) The Seller has not filed a consent pursuant to the collapsible corporation provisions of IRC Section 341(f) (or any corresponding provision of state or local law) or agreed to have IRC Section 341(f)(2) (or any corresponding provisions of state or local law) apply to any disposition of any asset owned by the Seller.
(h) The Seller has not agreed to make nor is it required to make any adjustment under IRC Section 481(a) by reason of a change in accounting method or otherwise.
(i) The Seller is not nor has ever been a United States real property holding company within the meaning of IRC Section 897.
(j) There is no contract, agreement, plan, or arrangement covering any employee or former employee of the Seller that, individually or collectively, would give rise to a payment that would not be deductible by reason of IRC Section 280G.
(k) Adequate accruals for Taxes have been made on the books of the Seller that will be reflected in the Seller's Financial Statements.
(l) All Taxes required to be withheld by or on behalf of the Seller or with respect to the business or assets thereof have been withheld, and such withheld taxes have either been duly and timely paid to the proper Governmental Authorities or set aside in accounts for such purpose or accrued, reserved against and entered upon the books of the Seller. Notwithstanding anything to the contrary contained above, adjustments in claimed Net Operating Loss amounts that do not result in an adverse cash impact on the Seller shall not constitute a breach of any representation made in this Section 3.6.
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).
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.