Common use of Audits/Examinations Clause in Contracts

Audits/Examinations. Except as set forth on Section 4.8(f) of the Disclosure Letter: (i) no foreign, federal, state or local tax audits or administrative or judicial Tax Proceedings are pending or, to Seller’s Knowledge, proposed with respect to any Banner Company; (ii) since December 31, 2009, no Banner Company has received from any Taxing Authority any written (A) notice or communication indicating intent to open an audit or other review, or (B) notice or communication of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Taxing Authority against it; (iii) none of the Banner Companies has waived any statute of limitations for the period of assessment or collection of Taxes, or agreed to or requested any extension of time for the period with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired; and (iv) no Banner Company is or has been a party to any “listed transaction,” as defined in Code §6707A(c)(2) and Treasury Regulation §1.6011-4(b)(2).