Common use of Corporate Entities Clause in Contracts

Corporate Entities. (i) All Returns required to be filed by or on behalf of any Corporate Entity have been duly filed on a timely basis and all Returns filed by or on behalf of a Corporate Entity (including all attached statements and schedules) are true, complete and correct in all respects, except for such failures to file and failures to be true, complete and correct as would not, individually or in the aggregate, have a Material Adverse Effect. No claim has been made or threatened in writing by any jurisdiction where a Corporate Entity does not file returns that the Corporate Entity is or may be subject to Taxes in that jurisdiction. All Taxes shown to be payable on such Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis. No other Taxes are payable by any Corporate Entity with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns), except for such Taxes as would not, individually or in the aggregate, have a Material Adverse Effect. (ii) Each Corporate Entity has withheld and paid over all Taxes required to have been withheld and paid over (including any estimated taxes), and has complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party, except for such failures to withhold or pay over and such failures to comply as would not, individually or in the aggregate, have a Material Adverse Effect. (iii) There are no Liens on any of the Assets of any Corporate Entity with respect to Taxes, other than Liens for Taxes not yet due and payable or for Taxes that are being contested in good faith through appropriate proceedings and for which appropriate reserves have been established, except for such Liens as would not, individually or in the aggregate, have a Material Adverse Effect. (iv) Except as disclosed on Schedule 5.11(a)(iv) attached -------------------- hereto, none of the Corporate Entities has ever been included in an affiliated group of corporations, within the meaning of section 1504 of the Code and none has ever been a member of any combined or unitary group in each case other than a group, the common parent of which is AEG. (v) For all periods beginning on or after July 1, 1997, each of the Corporate Entities has joined in the filing of, or will join in the filing of, consolidated federal income tax returns as part of the consolidated group of which AEG is the parent company and has joined in the filing of, or will join in the filing of, consolidated, combined or unitary state income tax returns as part of a consolidated, combined or unitary group of which AEG is the parent company for the states listed on Schedule 5.11(a)(v) attached hereto. ---------- (vi) Except as set forth on Schedule 5.11(a)(vi) attached -------------------- hereto, Seller has furnished Purchasers with true and complete copies of all Returns with respect to Income Taxes of each Corporate Entity for all years beginning after December 31, 1995 with respect to which the statute of limitations does not bar a tax assessment. Prior to Closing, Seller shall make available to Purchasers, during normal business hours, true and complete copies of all other Returns of each Corporate Entity for all periods beginning after December 31, 1995 (and with respect to periods beginning on or before December 31, 1995, any other Returns in Seller's possession), all tax audit reports, work papers, statements of deficiencies, closing or other agreements received by a Corporate Entity or on its behalf relating to Taxes for all periods beginning after December 31, 1995 (and with respect to periods beginning on or before December 31, 1995, any tax audit reports, work papers, statements of deficiencies, closing or other agreements received by a Corporate Entity or on its behalf relating to Taxes that are in Seller's possession), and Purchasers shall be permitted to inspect and make copies of such Returns, audit reports, work papers, statements and agreements. (vii) None of the Corporate Entities does or, on or after the Prior Agreement Effective Date, did business in, or derives or, on or after the Prior Agreement Effective Date, derived a material amount of income from, any state, local, territorial or foreign taxing jurisdiction other than those for which Returns have been furnished to Purchasers. (viii) Except for items disclosed on Schedule 5.11(a)(viii) ---------------------- attached hereto: (A) None of the Returns of any Corporate Entity has ever been audited by a governmental or taxing authority and there are no audits, inquiries, investigations or examinations relating to any such Returns pending or, to the Knowledge of Seller threatened in writing. (B) No deficiencies exist or have been asserted in writing with respect to Taxes of any Corporate Entity and no written notice has been received by a Corporate Entity with respect to the failure to file any Return or pay any Taxes. (C) No Corporate Entity is a party to any action or proceeding for assessment or collection of Taxes, nor has any such action or proceeding been asserted or threatened in writing against it or any of its assets. (D) No extension of time to file any Return (which has not been filed) has been requested by or granted by a Corporate Entity. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of a Corporate Entity. (E) Except as provided on Schedule 5.11(a)(viii) attached ---------------------- hereto, no Corporate Entity is a party to any tax sharing agreement, tax indemnity agreement, tax allocation agreement, or similar arrangement with any person. (F) The amount of each Corporate Entity's liability for unpaid Taxes for all periods ending on or before March 31, 1999, determined on a GAAP basis (taking into account the Return Preparation Standard) does not exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) as of that date, and the amount of each Corporate Entity's liability for unpaid Taxes for all periods ending on or before the Closing Date determined on a GAAP basis (taking into account the Return Preparation Standard) will not exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) as such accruals will be reflected on the balance sheet of the Corporate Entity as of the Closing Date except to the extent any excess of such Taxes over the relevant current liability accrual amount would not have a Material Adverse Effect. (ix) Subject to the items disclosed on Schedule 5.11(a)(ix) -------------------- attached hereto: (A) No Corporate Entity is required to treat any Asset as owned by another person for federal income tax purposes or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code. No Corporate Entity has made or is bound by any election under section 197(f)(9)(B) of the Code. (B) No election has been made under Section 338 of the Code with respect to a Corporate Entity and no action has been taken that would result in any income tax liability to a Corporate Entity as a result of a deemed election within the meaning of Section 338 of the Code. (C) No Corporate Entity has disposed of any property that is currently being accounted for under the installment method. (D) Within the last five years, no Corporate Entity has agreed to make, and has not been required to make, any adjustment under Code Section 481 by reason of a change in accounting method or otherwise. (E) None of the assets or operations of any Corporate Entity is subject to any joint venture, partnership or other arrangement or contract that is treated as a partnership for federal income tax purposes, excluding the assets and operations of the Partnership Entities. (F) No Corporate Entity has made elections comparable to those described in this Section under any state, local or foreign tax laws or is required to apply any rules comparable to those described in this Section under any state, local or foreign tax laws. (G) The transactions contemplated hereby are not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code, or of any other provision of law.

Corporate Entities. (i) All Returns required to be filed by or on behalf of any Corporate Entity have been duly filed on a timely basis and all Returns filed by or on behalf of a Corporate Entity (including all attached statements and schedules) are true, complete and correct in all respects, except for such failures to file and failures to be true, complete and correct as would not, individually or in the aggregate, have a Material Adverse Effect. No claim has been made or threatened in writing by any jurisdiction where a Corporate Entity does not file returns that the Corporate Entity is or may be subject to Taxes in that jurisdiction. All Taxes shown to be payable on such Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis. No other Taxes are payable by any Corporate Entity with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns), except for such Taxes as would not, individually or in the aggregate, have a Material Adverse Effect. (ii) Each Corporate Entity has withheld and paid over all Taxes required to have been withheld and paid over (including any estimated taxes), and has complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party, except for such failures to withhold or pay over and such failures to comply as would not, individually or in the aggregate, have a Material Adverse Effect. (iii) There are no Liens on any of the Assets of any Corporate Entity with respect to Taxes, other than Liens for Taxes not yet due and payable or for Taxes that are being contested in good faith through appropriate proceedings and for which appropriate reserves have been established, except for such Liens as would not, individually or in the aggregate, have a Material Adverse Effect. (iv) Except as disclosed on Schedule 5.11(a)(iv) attached -------------------- hereto, none of the Corporate Entities has ever been included in an affiliated group of corporations, within the meaning of section 1504 of the Code and none has ever been a member of any combined or unitary group in each case other than a group, the common parent of which is AEG. (v) For all periods beginning on or after July 1, 1997, each of the Corporate Entities has joined in the filing of, or will join in the filing of, consolidated federal income tax returns as part of the consolidated group of which AEG is the parent company and has joined in the filing of, or will join in the filing of, consolidated, combined or unitary state income tax returns as part of a consolidated, combined or unitary group of which AEG is the parent company for the states listed on Schedule 5.11(a)(v) attached hereto. ----------. (vi) Except as set forth on Schedule 5.11(a)(vi) attached -------------------- hereto, Seller has furnished Purchasers with true and complete copies of all Returns with respect to Income Taxes of each Corporate Entity for all years beginning after December 31, 1995 with respect to which the statute of limitations does not bar a tax assessment. Prior to Closing, Seller shall make available to Purchasers, during normal business hours, true and complete copies of all other Returns of each Corporate Entity for all periods beginning after December 31, 1995 (and with respect to periods beginning on or before December 31, 1995, any other Returns in Seller's possession), all tax audit reports, work papers, statements of deficiencies, closing or other agreements received by a Corporate Entity or on its behalf relating to Taxes for all periods beginning after December 31, 1995 (and with respect to periods beginning on or before December 31, 1995, any tax audit reports, work papers, statements of deficiencies, closing or other agreements received by a Corporate Entity or on its behalf relating to Taxes that are in Seller's possession), and Purchasers shall be permitted to inspect and make copies of such Returns, audit reports, work papers, statements and agreements. (vii) None of the Corporate Entities does or, on or after the Prior Agreement Schedules Effective Date, did business in, or derives or, on or after the Prior Agreement Schedules Effective Date, derived a material amount of income from, any state, local, territorial or foreign taxing jurisdiction other than those for which Returns have been furnished to Purchasers. (viii) Except for items disclosed on Schedule 5.11(a)(viii) ---------------------- attached hereto: (A) None of the Returns of any Corporate Entity has ever been audited by a governmental or taxing authority and there are no audits, inquiries, investigations or examinations relating to any such Returns pending or, to the Knowledge of Seller threatened in writing. (B) No deficiencies exist or have been asserted in writing with respect to Taxes of any Corporate Entity and no written notice has been received by a Corporate Entity with respect to the failure to file any Return or pay any Taxes. (C) No Corporate Entity is a party to any action or proceeding for assessment or collection of Taxes, nor has any such action or proceeding been asserted or threatened in writing against it or any of its assets. (D) No extension of time to file any Return (which has not been filed) has been requested by or granted by a Corporate Entity. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of a Corporate Entity. (E) Except as provided on Schedule 5.11(a)(viii) attached ---------------------- hereto, no Corporate Entity is a party to any tax sharing agreement, tax indemnity agreement, tax allocation agreement, or similar arrangement with any person. (F) The amount of each Corporate Entity's liability for unpaid Taxes for all periods ending on or before March 31, 1999, determined on a GAAP basis (taking into account the Return Preparation Standard) does not exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) as of that date, and the amount of each Corporate Entity's liability for unpaid Taxes for all periods ending on or before the Closing Date determined on a GAAP basis (taking into account the Return Preparation Standard) will not exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) as such accruals will be reflected on the balance sheet of the Corporate Entity as of the Closing Date except to the extent any excess of such Taxes over the relevant current liability accrual amount would not have a Material Adverse Effect. (ix) Subject to the items disclosed on Schedule 5.11(a)(ix) -------------------- attached hereto: (A) No Corporate Entity is required to treat any Asset as owned by another person for federal income tax purposes or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code. No Corporate Entity has made or is bound by any election under section 197(f)(9)(B) of the Code. (B) No election has been made under Section 338 of the Code with respect to a Corporate Entity and no action has been taken that would result in any income tax liability to a Corporate Entity as a result of a deemed election within the meaning of Section 338 of the Code. (C) No Corporate Entity has disposed of any property that is currently being accounted for under the installment method. (D) Within the last five years, no Corporate Entity has agreed to make, and has not been required to make, any adjustment under Code Section 481 by reason of a change in accounting method or otherwise. (E) None of the assets or operations of any Corporate Entity is subject to any joint venture, partnership or other arrangement or contract that is treated as a partnership for federal income tax purposes, excluding the assets and operations of the Partnership Entities. (F) No Corporate Entity has made elections comparable to those described in this Section under any state, local or foreign tax laws or is required to apply any rules comparable to those described in this Section under any state, local or foreign tax laws. (G) The transactions contemplated hereby are not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code, or of any other provision of law.