Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. Except as disclosed in the Disclosure Schedule, the Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "CONSOLIDATED GROUP") has timely filed all Tax Returns required to be filed by it or caused all such Tax Returns to be so filed with respect to any such Consolidated Group, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, all Taxes shown thereon to be due have timely been paid and adequate reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except as disclosed in the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated Group; (ii) no audit of any Tax Return of Company or any of its Subsidiaries or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, any of its Subsidiaries or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) the Company and each of its Subsidiaries is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (vii) the Company and each of its Subsidiaries has not been a United States real property holding corporation with the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.

Tax Returns and Tax Payments. Except as disclosed in Section 3.01(j) of the Disclosure Schedule, the Company and each of its Subsidiariessubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries subsidiaries is or has been a member (a "CONSOLIDATED GROUPConsolidated Group") has timely filed all Tax Returns required to be filed by it or caused all such Tax Returns to be so filed with respect to any such Consolidated Group, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has paid all Taxes shown thereon to be due have timely been paid and has provided adequate reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returnsreturns. Except as disclosed in Section 3.01(j) of the Disclosure Schedule: , (i) no material claim for unpaid Taxes has become a lien against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group subsidiaries or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated Groupsubsidiaries; (ii) to the best knowledge of the Company, no audit of any Tax Return of the Company or any of its Subsidiaries or a member of any Consolidated Group subsidiaries is pending, threatened or being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, the Company or any of its Subsidiaries or a member of any Consolidated Group subsidiaries and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the CompanyCompany or any of its subsidiaries; (v) neither the Company and each nor any of its Subsidiaries subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries a subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the Company and each vesting schedule for any property that is substantially unvested within the meaning of its Subsidiaries is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by its terms or otherwise have been terminated and for which no amount is claimed to be owedthis Agreement; (vii) none of the Company and each or its subsidiaries has been at any time a member of its Subsidiaries any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) none of the Company or its subsidiaries has been a United States real property holding corporation with within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viiiix) none of the Company and each of or its Subsidiaries subsidiaries is neither doing business in nor or engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ixx) the Company and each of its Subsidiaries has subsidiaries have made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (xxi) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xixii) neither the Company and each nor any of its Subsidiaries subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.Section

Tax Returns and Tax Payments. Except as disclosed in the Disclosure Schedule, the The Company and each of its Subsidiariessubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries subsidiaries is or has been a member (a "CONSOLIDATED GROUPConsolidated Group") has timely filed all Tax Returns required to be filed by it or caused all such Tax Returns to be so filed with respect to any such Consolidated Group, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has paid all Taxes shown thereon to be due due. The Company and its subsidiaries have timely made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for any periods that end before the Effective Time of the Merger for which no Tax Returns have yet been paid filed and adequate for any periods that begin before the Effective Time of the Merger and end after the Effective Time of the Merger to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Merger, and the charges, accruals and reserves have been provided for Taxes reflected in its the financial statements for any Taxes that have not been paid, whether of the Company and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or not shown as being due on any Tax Returnspayable by the Company and its subsidiaries in respect of periods prior to the date hereof. Except as disclosed set forth in Section 3.01(l) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group subsidiaries or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated Group; subsidiaries, (ii) no audit of or other proceeding with respect to any Tax Return of Taxes due from the Company or any of its Subsidiaries subsidiaries or a member any Tax Return of the Company or any Consolidated Group of its subsidiaries is pending, being conducted orthreatened, to the knowledge best of the Company's knowledge, threatened or being conducted by a Tax authority; , and (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, the Company nor any of its Subsidiaries or a member of any Consolidated Group subsidiaries and is currently in effect; , (iv) neither the Company or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any person (other than the Company and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (v) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; subsidiaries and (vi) the Company and each of its Subsidiaries is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (vii) the Company and each of its Subsidiaries has not been a United States real property holding corporation with the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company . As used herein, "Taxes" shall mean all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and each of its Subsidiaries has not issued any penalties, additions to tax or assumed (A) additional amounts imposed by any obligations described in Section 279(a) of the Codegovernmental authority, (B) domestic or foreign. As used herein, "Tax Return" shall mean any applicable high yield discount obligationsreturn, as defined in Section 163(i) of the Code, report or (C) statement required to be filed with any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force governmental authority with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its SubsidiariesTaxes.

Tax Returns and Tax Payments. Except as disclosed in the Disclosure Schedule, the Company IPC and each of its Subsidiariessubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company IPC or any of its Subsidiaries subsidiaries is or has been a member (a "CONSOLIDATED GROUPConsolidated Group") has timely filed all Tax Returns required to be filed by it or caused and all such Tax Returns to be so filed with respect to any such Consolidated Group, in material compliance with all applicable laws, are correct and such Tax Returns are complete and correct in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC and each of its subsidiaries has timely paid or accrued all Taxes shown thereon for which a notice of assessment or collection has been received (other than amounts being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to be due the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for any periods that end before the Effective Time of the Mergers for which no Tax Returns have timely yet been paid filed and adequate for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves have been provided for Taxes reflected in its the financial statements for any Taxes that have not been paid, whether of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or not shown as being due on any Tax Returnspayable by IPC and its subsidiaries in respect of periods prior to the date hereof. Except as disclosed set forth in Section 3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of the Company IPC or any of its Subsidiaries or a member of any Consolidated Group subsidiaries or is being asserted in writing against the Company IPC or any of its Subsidiaries or a member of any Consolidated Group; subsidiaries, (ii) neither IPC nor any of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of Company IPC or any of its Subsidiaries or a member of any Consolidated Group subsidiaries is pending, threatened, to IPC's knowledge, or being conducted or, to the knowledge of the Company, threatened by a Tax authority; , (iiiiv) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, IPC nor any of its Subsidiaries or a member of any Consolidated Group subsidiaries and is currently in effect; , (ivv) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (vi) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company IPC or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) the Company and each of its Subsidiaries is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (vii) the Company and each of its Subsidiaries has not been a United States real property holding corporation with the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.subsidiaries,

Tax Returns and Tax Payments. Except as disclosed in the Disclosure Schedule, the (a) The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "CONSOLIDATED GROUPConsolidated Group") has ------------------ timely filed all Tax Returns required to be filed by it or caused all such Tax Returns to be so filed with respect to any such Consolidated Groupit, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due have timely been paid and has provided adequate reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except as disclosed in the Disclosure Schedule: Additionally, (i) no material claim for unpaid Taxes has become a lien against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated GroupGroup except for liens for Taxes not yet due and payable; (ii) no audit of any Tax Return of the Company or any of its Subsidiaries or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, any of its Subsidiaries the Company or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and each has not been at any time a member of its Subsidiaries any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (viix) the Company and each of its Subsidiaries has not been a United States real property holding corporation with within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.)

Tax Returns and Tax Payments. Except as disclosed in Section 4.01(j) of the Disclosure Schedule, the Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "CONSOLIDATED GROUPConsolidated Group") has timely filed all Tax Returns required to be filed by it or caused all such Tax Returns to be so filed with respect to any such Consolidated Groupit, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes shown thereon to be due have timely been paid and has provided adequate reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except as disclosed in Section 4.01(j) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated Group; (ii) no audit of any Tax Return of Company or any of its Subsidiaries or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, any of its Subsidiaries Company or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) Company is not and each has not been at any time a member of its Subsidiaries any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns; (ix) Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (viix) the Company and each of its Subsidiaries has not been a United States real property holding corporation with within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viiixi) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ixxii) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.6655

Tax Returns and Tax Payments. Except as disclosed in the Disclosure Schedule, the (a) The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "CONSOLIDATED GROUPConsolidated Group") has timely filed all Tax Returns required to be filed by it or caused all such Tax Returns to be so filed with respect to any such Consolidated Groupit, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due have timely been paid and has provided adequate reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except as disclosed in the Disclosure Schedule: Additionally, (i) no material claim for unpaid Taxes has become a lien against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated GroupGroup except for liens for Taxes not yet due and payable; (ii) no audit of any Tax Return of the Company or any of its Subsidiaries or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, any of its Subsidiaries the Company or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and each has not been at any time a member of its Subsidiaries any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (viix) the Company and each of its Subsidiaries has not been a United States real property holding corporation with within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.)

Tax Returns and Tax Payments. Except as disclosed in the Disclosure Schedule, the The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its former Subsidiaries is or has been a member (a "CONSOLIDATED GROUP") has timely filed (or, as to former Subsidiaries, the Company has filed on its behalf) all Tax Returns required to be filed by it or caused all such Tax Returns it, has paid (or, as to be so filed with respect to any such Consolidated Groupformer Subsidiaries, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, the Company has paid on its behalf) all Taxes shown thereon to be due have timely been paid and adequate has provided (or, as to former Subsidiaries, the Company has made provision on its behalf of) specific reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except as disclosed set forth in Section 3.1(j) of the Company Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted by a Tax authority or has become a lien Lien (except for Liens for Taxes not yet due and payable) against the property of the Company or any of its former Subsidiaries or a member of any Consolidated Group or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated Groupformer Subsidiaries; (ii) no audit audit, examination, investigation or other proceeding in respect of any Tax or of any Tax Return of the Company or any of its former Subsidiaries or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Companyconducted, threatened or pending by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, the Company or any of its former Subsidiaries or a member of any Consolidated Group and is currently in effect; (iv) no consent all Tax Returns filed with respect to the Company or any of its former Subsidiaries are complete and accurate in all material respects; (v) none of the Company or any of its former Subsidiaries has made an election under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (vvi) none of the Company and each of or its former Subsidiaries is not a party to any agreement or arrangement that would could reasonably be expected to result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries a former Subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code or any amount that is subject to Section 162(m) of the Code; (vi) the Company and each of its Subsidiaries is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (vii) none of the Company and each of or its former Subsidiaries has not been a United States real property holding corporation with within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its former Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing Tax authority, except, in each case, to the extent that failing to so withhold, collect, deposit or pay would not have a Material Adverse Effect; (xiix) none of the Company and each of or its former Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a279(b) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.discount

Tax Returns and Tax Payments. Except as disclosed for matters that could not, individually or in the Disclosure Scheduleaggregate, reasonably be expected to have a Material Adverse Effect or matters that are disclosed on Schedule 3.11 or in the Company Financial Statements, (a) Seller and each of its the Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company Seller or any of its the Subsidiaries is or has been a member (a "CONSOLIDATED GROUPConsolidated Group") has timely filed all Tax Returns required to be filed by it or caused all such Tax Returns to be so filed with respect to any such Consolidated Groupit, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has paid all Taxes shown thereon to be due have timely been paid and has provided adequate reserves have been provided in its financial statements the Financial Statements for any Taxes that have not been paid, whether or not shown as being due on any returns; (b) all such Tax Returns. Except as disclosed Returns were and are in the Disclosure Schedule: all respects true, complete and correct; (ic) neither Seller nor any Subsidiary has requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed; (d) except for Taxes not yet due, no material claim for unpaid Taxes has become a lien Lien against the property of the Company Seller or any of its the Subsidiaries or a member of any Consolidated Group or is being asserted against the Company Seller or any of its Subsidiaries or a member of any Consolidated Groupthe Subsidiaries; (iie) no audit of any Tax Return of Company Seller or any of its the Subsidiaries or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authorityauthority with regard to any Taxes or Tax Returns of Seller or any Subsidiary and no issue has been raised by any Tax authority that could, by application of the same or similar principles, reasonably be expected to result in an adjustment to any Taxes or Tax Returns of Seller or any Subsidiary in any subsequent period; (iiif) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, Seller or any of its the Subsidiaries or a member of any Consolidated Group and is currently in effect; (ivg) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to Seller or any of the CompanySubsidiaries; (vh) neither Seller nor any of the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company Seller or any of its Subsidiaries Subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code; (vii) neither Seller nor any of the Company and each of its Subsidiaries is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a party to voluntary change in accounting method initiated by Seller or any tax sharing or allocation agreementSubsidiary, nor has it given any indemnity against Taxes imposed on any other Person, that and the Internal Revenue Service has not expired by its terms proposed any such adjustment or otherwise have change in accounting method; (j) none of Seller or the Subsidiaries has been terminated and at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which no amount is claimed to be owedthe statute of limitations for any Tax has not expired; (viik) the Company and each of its Subsidiaries Seller has not been a United States real property holding corporation with within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viiil) none of Seller or the Company and each of its Subsidiaries is neither doing business in nor or engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.it

Tax Returns and Tax Payments. Except as disclosed set forth in Section 3.15 of the Company Disclosure Schedule, (i) the Company and each of its Subsidiariessubsidiaries have timely filed (or, and any consolidatedas to subsidiaries, combined, unitary or aggregate group for Tax purposes of which the Company or any has filed on behalf of its Subsidiaries is or has been a member (a "CONSOLIDATED GROUP"such subsidiaries) has timely filed all material Tax Returns (as defined below) required to be filed by it or caused it; (ii) the Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to be so filed with respect to any subsidiaries, the Company has made provision on behalf of such Consolidated Group, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, all Taxes shown thereon to be due have timely been paid and adequate subsidiaries) reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except as disclosed ; (iii) neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the Disclosure Schedule: time to assess any Taxes; (iiv) no material claim for unpaid Taxes has become a lien against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group or is being been asserted against the Company or any of its Subsidiaries or subsidiaries in writing by a member of any Consolidated Group; (ii) no audit of any Tax Return of authority which, if resolved in a manner unfavorable to the Company or any of its Subsidiaries subsidiaries, as the case may be, would reasonably be expected to have, individually or in the aggregate, a member Company Material Adverse Effect; (v) there are no Liens for Taxes upon the assets of the Company or any Consolidated Group is pendingsubsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being conducted or, disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken; (vi) to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment audit of any Taxes has been granted by Company, any of its Subsidiaries or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) the Company and each of its Subsidiaries is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (vii) the Company and each of its Subsidiaries has not been a United States real property holding corporation with the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign material Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes Return of the Company or any of its Subsidiaries other than requests for information in auditssubsidiaries is being conducted by a Tax authority; and (xiiivii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability none of the Company or any of its Subsidiariessubsidiaries has made an election under Section 341(f) of the Code; and (viii) neither the Company nor any of its subsidiaries has any liability for Taxes of any person (other than the Company and its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law). As used herein, "Taxes" shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes. As used herein, "Code" shall mean the Code and the Treasury Regulations promulgated thereunder.

Tax Returns and Tax Payments. Except as disclosed in the Disclosure Schedule, the The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "CONSOLIDATED GROUP") ---------------------------- subsidiaries has timely filed (or, as to subsidiaries, the Company has filed on its behalf) all Tax Returns (as defined below) required to be filed by it or caused all such Tax Returns it, has paid (or, as to be so filed with respect to any such Consolidated Groupsubsidiaries, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, the Company has paid on its behalf) all Taxes (as defined below) shown thereon to be due have timely been paid and has provided (or, as to subsidiaries, the Company has made provision on its behalf of) adequate reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except as disclosed set forth in Section 3.1(j) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted by a Tax authority or has become a lien (except for liens not yet due and payable) against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group subsidiaries or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated Group; subsidiaries, (ii) no audit of any Tax Return of the Company or any of its Subsidiaries or a member of any Consolidated Group subsidiaries is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; , and (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, any of its Subsidiaries or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) subsidiaries and is currently in effect. Neither the Company and each nor any of its Subsidiaries is not or has been a party to member of any tax sharing consolidated, combined, unitary or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and aggregate group for which no amount is claimed to be owed; (vii) Tax purposes except such a group consisting only of the Company and each its subsidiaries. As used herein, "Taxes" shall mean all taxes of its Subsidiaries has not been a United States real any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property holding corporation or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company any interest and each of its Subsidiaries is neither doing business in nor engaged in a trade any penalties, additions to tax or business in additional amounts imposed by any jurisdiction in which it has not filed all required income governmental authority, domestic or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be made under Section 6655 of the Code and filed with any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or governmental authority with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its SubsidiariesTaxes.

Tax Returns and Tax Payments. Except as disclosed in the Disclosure Schedule, the The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "CONSOLIDATED GROUP") subsidiaries has timely filed (or, as to subsidiar- ies, the Company has filed on its behalf) all Tax Returns (as defined below) required to be filed by it or caused all such Tax Returns it, has paid (or, as to be so filed with respect to any such Consolidated Groupsubsidiaries, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, the Company has paid on its behalf) all Taxes (as defined below) shown thereon to be due have timely been paid and has provided (or, as to subsidiaries, the Company has made provision on its behalf of) adequate reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except as disclosed set forth in Section 3.1(j) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted by a Tax authority or has become a lien (except for liens not yet due and payable) against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group subsidiaries or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated Group; subsidiaries, (ii) no audit of any Tax Return of the Company or any of its Subsidiaries or a member of any Consolidated Group subsidiaries is pending, being conducted or, to the knowledge of the Company, threatened con- ducted by a Tax authority; , and (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by Company, any of its Subsidiaries or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) subsidiaries and is currently in effect. Neither the Company and each nor any of its Subsidiaries is not or has been a party to member of any tax sharing consolidated, combined, unitary or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and aggregate group for which no amount is claimed to be owed; (vii) Tax purposes except such a group consisting only of the Company and each its subsidiaries. As used herein, "Taxes" shall mean all taxes of its Subsidiaries has not been a United States real any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property holding corporation or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (viii) the Company any interest and each of its Subsidiaries is neither doing business in nor engaged in a trade any penalties, additions to tax or business in additional amounts imposed by any jurisdiction in which it has not filed all required income governmental authority, domestic or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be made under Section 6655 of the Code and filed with any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or governmental authority with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its SubsidiariesTaxes.