Common use of Audits, Investigations or Claims Clause in Contracts

Audits, Investigations or Claims. No deficiencies for Taxes have -------------------------------- been claimed, proposed or assessed in writing by any Taxing Authority against any of the Companies which have not been paid or reserved in the Financial Statements. Since January 1, 1994, no claim has been made by any Taxing Authority in a jurisdiction in which a Company does not file Tax Returns that such Company is or may be subject to taxation by such jurisdiction. Except as set forth in Schedule 3.23(d), there are no pending or, to the knowledge of Shareholders, threatened audits, investigations or claims for or relating to any liability in respect of Taxes that in the reasonable judgment of Shareholders are likely to result in an additional amount of Taxes, and there are no matters under discussion with any Taxing Authority with respect to Taxes that in the reasonable judgment of Shareholders is likely to result in an additional liability for Taxes to the Companies. Audits of federal, state, and local returns for income Taxes by the relevant taxing or other governmental authorities have been completed for the periods set forth in Schedule 3.23. No income Tax Return is currently the subject of audit, and the Companies have not been notified in writing that any Taxing Authority intends to audit a Return for Taxes for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to the Companies. Except as set forth in Schedule 3.23(d), no power of attorney which is currently in force has been executed by the Companies with respect to any matters relating to Taxes.

Audits, Investigations or Claims. No substantial deficiencies for Taxes have -------------------------------- been claimed, proposed or assessed in writing by any Taxing Authority against any of Holding or the AAC Companies which have not been paid or reserved in the Financial Statements. Since January 1, 1994, no claim has been made by any Taxing Authority in a jurisdiction in which a Company does not file Tax Returns that such Company is or may be subject to taxation by such jurisdiction. Except as set forth in Schedule 3.23(d), there There are no pending or, to the knowledge Knowledge of Shareholdersthe AAC Companies, threatened audits, investigations or claims for or relating to any liability in respect of Taxes that in the reasonable judgment of Shareholders the AAC Companies are likely to result in an additional amount of Taxes, and there are no matters under discussion with any Taxing Authority with respect to Taxes that in the reasonable judgment of Shareholders the AAC Companies is likely to result in an additional liability for Taxes to Holding or the AAC Companies. Audits of federal, state, and local returns for income Taxes by the relevant taxing or other governmental authorities have been completed for the periods set forth in Schedule 3.23. No income Tax Return is currently the subject of audit, audit and none of Holding or the AAC Companies have not has been notified in writing that any Taxing Authority intends to audit a Return for Taxes for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to Holding or the AAC Companies. Except as set forth in Schedule 3.23(d), no No power of attorney which is currently in force has been executed by Holding or the AAC Companies with respect to any matters relating to TaxesTaxes which is currently in force.

Audits, Investigations or Claims. No substantial deficiencies for Taxes have -------------------------------- been claimed, proposed or assessed in writing by any Taxing Authority against any of the Companies which have not been paid or reserved in the Financial Statements. Since January 1, 19941993, no claim has been made by any Taxing Authority in a jurisdiction in which a Company does not file Tax Returns that such Company is or may be subject to taxation by such jurisdiction. Except as set forth in Schedule 3.23(d), there There are no pending or, to the knowledge of the Shareholders, threatened audits, investigations or claims for or relating to any liability in respect of Taxes that in the reasonable judgment of the Shareholders are likely to result in an additional amount of Taxes, and there are no matters under discussion with any Taxing Authority with respect to Taxes that in the reasonable judgment of the Shareholders is likely to result in an additional liability for Taxes to the Companies. Audits of federal, state, and local returns for income Taxes Taxes, if any, by the relevant taxing or other governmental authorities have been completed for the periods set forth in Schedule 3.233.8. No income Except as set forth in Schedule 3.8, no Tax Return is currently the subject of audit, audit and the Companies have not been notified in writing that any Taxing Authority intends to audit a Tax Return for Taxes for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to the Companies. Except as set forth in Schedule 3.23(d)3.8, no power of attorney which is currently in force has been executed by the Companies with respect to any matters relating to TaxesTaxes which is currently in force.

Audits, Investigations or Claims. No deficiencies for Taxes have -------------------------------- been claimed, proposed or assessed in writing by any Taxing Authority against any of the Companies which have not been paid or reserved in the Financial Statements. Since January 1, 1994, no claim has been made by any Taxing Authority in a jurisdiction in which a Company does not file Tax Returns that such Company is or may be subject to taxation by such jurisdiction. Except as set forth in Schedule 3.23(d), there are no pending or, to the knowledge of Shareholders, threatened audits, investigations or claims for or relating to any liability in respect of Taxes that in the reasonable judgment of Shareholders are likely to result in an additional amount of Taxes, and there are no matters under discussion with any Taxing Authority with respect to Taxes that in the reasonable judgment of Shareholders is likely to result in an additional liability for Taxes to the Companies. Audits of federal, state, and local returns for income Taxes by the relevant taxing or other governmental authorities have been completed for the periods set forth in Schedule 3.23. No income Tax Return is currently the subject of audit, and the Companies have not been notified in writing that any Taxing Authority intends to audit a Return for Taxes for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to the Companies. Except as set forth in Schedule 3.23(d), no power of attorney which is currently in force has been executed by the Companies with respect to any matters relating to Taxes.