Common use of Audits, Investigations or Claims Clause in Contracts

Audits, Investigations or Claims. No deficiencies for Taxes of the Company or any Company Subsidiary have been claimed, proposed or assessed in writing by any taxing authority or other Governmental Entity. There is no dispute or claim concerning any Tax liability of the Company or any Company Subsidiary either (A) claimed or raised by any taxing authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of the Company or any Company Subsidiary has knowledge based upon personal contact with any agent of such taxing authority. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid. No issues relating to Taxes were raised by the relevant taxing authority during any presently pending audit or examination, and no issues relating to Taxes were raised by the relevant taxing authority in any completed audit or examination that can reasonably be expected to recur in a later taxable period. No audits of foreign, federal, state and local Tax Returns by the relevant taxing authorities are, to the knowledge of the Company, currently ongoing with respect to the Company or any Company Subsidiary and neither the Company nor any Company Subsidiary has been notified in writing that any taxing authority intends to audit a Tax Return for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to the Company or any Company Subsidiary and none of the Company or the Company Subsidiaries has waived any statute of limitations in respect of Taxes.

Audits, Investigations or Claims. No deficiencies for Taxes of the M Company or any Company M Subsidiary have been claimed, proposed or assessed in writing by any taxing authority or other Governmental Entitygovernmental authority. No director or officer (or Employee responsible for Tax matters) of Orbital, M Company or any M Company Subsidiary expects any taxing authority to assess any additional Taxes with respect to the M Company and any M Company Subsidiary for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax liability of the M Company or any M Company Subsidiary either (A) claimed or raised by any taxing authority in writing or (B) as to which any of the directors and officers (and employees Employees responsible for Tax matters) of the Orbital, M Company or any M Company Subsidiary has knowledge based upon personal contact with any agent of such taxing authority. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid. No issues relating to Taxes were raised by the relevant taxing authority during any presently pending audit or examination, and no issues relating to Taxes were raised by the relevant taxing authority in any completed audit or examination that can reasonably be expected to recur in a later taxable period. No audits Audits of foreign, federal, state and local Tax Returns by the relevant taxing authorities are, to have been completed or are currently 44 50 ongoing where indicated for the knowledge periods set forth on Section 5.22 of the CompanyM Company Schedule and, currently ongoing with respect to the Company or any Company Subsidiary and except as set forth in such Schedule, neither the M Company nor any Company M Subsidiary has been notified in writing that any taxing authority intends to audit a Tax Return for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to the M Company or any Company M Subsidiary and none of the M Company or the Company M Subsidiaries has waived any statute of limitations in respect of Taxes.

Audits, Investigations or Claims. No deficiencies for Taxes of the Company or any Company Subsidiary Acquired Companies have been claimed, claimed or proposed or assessed in writing by any taxing authority or other Governmental Entity. There is are no dispute or claim concerning any Tax liability pending or, to the knowledge of the Company Selling Securityholders or the Acquired Companies, threatened audits, assessments or other actions for or relating to any Company Subsidiary either (A) claimed or raised by any taxing authority liability in writing or (B) as to which any respect of Taxes of the directors Acquired Companies (or their predecessors or affiliates), and officers (and employees responsible for Tax matters) of the Company or any Company Subsidiary has knowledge based upon personal contact there are no matters under discussion with any agent of such taxing authority. Each deficiency resulting from any audit governmental authorities, or examination relating known to the Selling Securityholders or the Acquired Companies, with respect to Taxes by any taxing authority that are likely to result in an additional liability for Taxes with respect to the Acquired Companies (or their predecessors or affiliates). The Company has been paid. No issues relating delivered or made available to Taxes were raised by the relevant taxing authority during any presently pending audit or examination, Buyer complete and no issues relating to Taxes were raised by the relevant taxing authority in any completed audit or examination that can reasonably be expected to recur in a later taxable period. No audits accurate copies of foreign, federal, state and local Tax Returns of the Acquired Companies (and their respective predecessors and affiliates) for the years ended December 31, 2000, 2001, 2002, 2003, 2004 and 2005, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by any Acquired Company (and their respective predecessors) since December 31, 2001. The Tax Returns of the Acquired Companies have been audited by the IRS or the prescribed Governmental Entity in the relevant taxing authorities are, to jurisdiction or are closed by the knowledge of the Company, currently ongoing with respect to the Company or any Company Subsidiary and neither the Company nor any Company Subsidiary has been notified in writing that any taxing authority intends to audit a Tax Return for any other period. No extension of a statute of limitations relating to Taxes is for all taxable years through the taxable years specified for such Tax Returns in effect with respect to the Company or any Company Subsidiary and none Section 3.6(c) of the Company Disclosure Schedule. The Acquired Companies have not (nor has any predecessor or the Company Subsidiaries has affiliate) waived any statute of limitations in respect of TaxesTaxes or agreed to any extension of time with respect to a Tax assessment or deficiency, nor has any request been made in writing for any such extension or waiver. No power of attorney (other than powers of attorney authorizing employees of the Company to act on behalf of the Company) with respect to any Taxes has been executed or filed with any Tax authority or other Governmental Entity.

Audits, Investigations or Claims. No deficiencies for Taxes of the Company or any Company Subsidiary of its Subsidiaries have been claimed, proposed or assessed in writing by any taxing authority Taxing Authority which has not since been finally resolved by payment of such Taxes or agreement with the relevant Taxing Authority, with no unpaid liability for any such Taxes or under any such agreement. There are no pending or, to the Knowledge of the Company, threatened audits, assessments or other Governmental Entity. There is proceedings for or relating to any liability for Taxes payable by the Company or any of its Subsidiaries, and there are no dispute matters under discussion with any Taxing Authority, or claim concerning any Tax known to the Company with respect to Taxes that are likely to result in an additional liability for Taxes of the Company or any of its Subsidiaries. The Company Subsidiary either (A) claimed has delivered or raised by any taxing authority in writing or (B) as made available to which any Buyer complete and accurate copies of the directors and officers (and employees responsible for Tax matters) of the Company or any Company Subsidiary has knowledge based upon personal contact with any agent of such taxing authority. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid. No issues relating to Taxes were raised by the relevant taxing authority during any presently pending audit or examination, and no issues relating to Taxes were raised by the relevant taxing authority in any completed audit or examination that can reasonably be expected to recur in a later taxable period. No audits of foreign, federal, state and local income Tax Returns by the relevant taxing authorities areand, to the knowledge extent specifically requested by Buyer, all other Tax Returns filed by the Company, its Subsidiaries and their respective predecessors since the relevant entity’s inception, and complete and accurate copies of all examination reports and statements of Tax owed arising out of audits or proceedings asserting or assessing Tax liabilities against the Company, any of its Subsidiaries or any of their respective predecessors in respect of an alleged failure of the Company, currently ongoing with respect to the Company any of its Subsidiaries or any Company Subsidiary and neither of their respective predecessors to timely file Tax Returns or pay Taxes otherwise due. None of the Company nor Company, any Company Subsidiary has been notified in writing that any taxing authority intends to audit a Tax Return for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to the Company its Subsidiaries or any Company Subsidiary and none of the Company or the Company Subsidiaries their respective predecessors has waived any statute of limitations in respect of TaxesTaxes or agreed to any extension of time with respect to a Tax assessment or deficiency which is currently effective, nor has any request been made in writing for any such extension or waiver that was not executed as requested and for which the relevant period for assessment has not since expired. No power of attorney (other than powers of attorney authorizing employees of the Company or any of its Subsidiaries to act on behalf of the Company or any of its Subsidiaries, as applicable) with respect to any Taxes has been executed or filed with any Taxing Authority that is currently in force.