Common use of Tax Examinations Clause in Contracts

Tax Examinations. As of the date hereof, there is no action, suit, proceeding, investigation, audit, or claim pending or, to the knowledge of Company, threatened by any authority regarding any taxes relating to Company or any of its Subsidiaries (including taxes for which Company or its Subsidiaries could be liable for as a result of joint and several liability, successor liability, transferee liability, or otherwise) that could reasonably be expected to result in any material liability to any Credit Party. All deficiencies which have been asserted against Company and its Subsidiaries (or for which Company or its Subsidiaries could be liable) as a result of any examinations have been fully paid or finally settled or are being contested in good faith. No issue has been raised in any examination which, by application or similar principles, reasonably can be expected to result in an assertion of a deficiency for any other year not so examined that has not been accrued on Company’s and its Subsidiaries’ audited financial statements for its most recently ended Fiscal Year that would be required to be so accrued in accordance with GAAP. Neither Company nor any of its Subsidiaries has knowledge of any material federal income tax liability with respect to open taxable years in excess of amounts accrued on such Person’s financial statements for its most recently ended Fiscal Year that would be required to be so accrued in accordance with GAAP, nor does Company or any of its Subsidiaries anticipate any further material tax liability with respect to such open taxable years taken as a whole in excess of such accrued amounts.

Tax Examinations. As of the date hereof, there is no action, suit, proceeding, investigation, audit, or claim pending or, to the knowledge of Company, threatened by any authority regarding any taxes relating to Company or any of its Subsidiaries (including taxes for which the Company or its Subsidiaries could be liable for as a result of joint and several liability, successor liability, transferee liability, or otherwise) that could reasonably be expected to result in any material liability to any Credit Party. All deficiencies which have been asserted against Company and its Subsidiaries (or for which Company or its Subsidiaries could be liable) as a result of any examinations have been fully paid or finally settled or are being contested in good faith. No issue has been raised in any examination which, by application or similar principles, reasonably can be expected to result in an assertion of a deficiency for any other year not so examined that has not been accrued on Company’s and its Subsidiaries’ audited financial statements for its most recently ended Fiscal Year that would be required to be so accrued in accordance with GAAP. Neither Company nor any of its Subsidiaries has knowledge of any material federal income tax liability with respect to open taxable years in excess of amounts accrued on such Person’s financial statements for its most recently ended Fiscal Year that would be required to be so accrued in accordance with GAAP, nor does Company or any of its Subsidiaries anticipate any further material tax liability with respect to such open taxable years taken as a whole in excess of such accrued amounts.