Common use of Filing of Returns and Payment of Taxes Clause in Contracts

Filing of Returns and Payment of Taxes. All material Tax Returns required to be filed on or before the Closing Date have (or by the Closing Date will have) been duly filed on a timely basis or the time for filing such Tax Returns shall have been validly extended to a date after the Closing Date. Except as reflected or reserved against in the Financial Statements, all material Taxes due and payable have been duly paid on a timely basis. All material Taxes required to be withheld and paid by the Company or its Subsidiaries have been duly paid on a timely basis to the proper governmental authority or properly set aside in accounts for such purpose. The reserve for Taxes set forth on the balance sheet of the Company as of September 30, 2002, is adequate for the payment of all material Taxes through the date thereof and no material Taxes have been incurred after September 30, 2002, which were not incurred in the ordinary course of business. There are no Liens for Taxes upon the assets of the Company and its Subsidiaries other than Liens for Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings. The Company and its Subsidiaries will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (x) change in method of accounting for a taxable period ending on or prior to the Closing Date, or (y) “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign income Tax law), entered into on or prior to the Closing Date, or (z) any ruling received from the IRS. The Company has not filed a consent to the application of Section 341(f) of the Code.

Filing of Returns and Payment of Taxes. All Income Tax Returns and all other material Tax Returns required to be filed on or before the Closing Date by the Company and its Subsidiaries have (or by the Closing Date will have) been duly filed on a timely basis or the time for filing such Tax Returns shall have been validly extended to a date after the Closing Date. All such Tax Returns were (or by the Closing Date will be) true, complete and correct in all material respects and filed on a timely basis. Except as reflected or specifically reserved against in the Financial StatementsStatements (including as reflected on associated work papers), the following Taxes (collectively, “Company Taxes”) have (or by the Closing Date will have) been duly paid: (i) all material Taxes shown to be due on any Tax Return required to be filed on or before the Closing Date (after giving effect to valid extensions) and (ii) all Taxes due and payable on or before the Closing Date by the Company or any of its Subsidiaries or chargeable as a Lien (except for Permitted Liens) upon the assets thereof (whether or not shown on any Tax Return). As of the date hereof, all adjustments of federal Tax liability resulting from the resolution of any audit or proposed deficiency have been duly paid on a timely basisreported to appropriate state and local Taxing authorities and all resulting Taxes payable to state and local Taxing authorities have been paid. All material Employment and Withholding Taxes required to be withheld and paid on or before the Closing Date have (or by the Company or its Subsidiaries have Closing Date will have) been duly paid on a timely basis to the proper governmental authority Governmental Entity or properly set aside in accounts for such purpose. The reserve for Taxes set forth on the balance sheet of the Company as of September 30, 2002, is adequate for the payment of all material Taxes through the date thereof and no material Taxes have been incurred after September 30, 2002, which were not incurred in the ordinary course of business. There are no Liens for Taxes upon the assets of the Company and its Subsidiaries other than Liens for Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings. The Company and its Subsidiaries will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (x) change in method of accounting for a taxable period ending on or prior to the Closing Date, or (y) “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign income Tax lawb), entered into on or prior to the Closing Date, or (z) any ruling received from the IRS. The Company has not filed a consent to the application of Section 341(f) of the Code.

Filing of Returns and Payment of Taxes. All Income Tax Returns and all other material Tax Returns required to be filed on or before the Closing Date by the Company and its Subsidiaries have (or by the Closing Date will have) been duly filed on a timely basis or the time for filing such Tax Returns shall have been validly extended to a date after the Closing Date. All such Tax Returns were (or by the Closing Date will be) true, complete and correct in all material respects and filed on a timely basis. Except as reflected or specifically reserved against in the Financial StatementsStatements (including as reflected on associated work papers), the following Taxes (collectively, “Company Taxes”) have (or by the Closing Date will have) been duly paid: (i) all material Taxes shown to be due on any Tax Return required to be filed on or before the Closing Date (after giving effect to valid extensions) and (ii) all Taxes due and payable on or before the Closing Date by the Company or any of its Subsidiaries or chargeable as a Lien (except for Permitted Liens) upon the assets thereof (whether or not shown on any Tax Return). As of the date hereof, all adjustments of federal Tax liability resulting from the resolution of any audit or proposed deficiency have been duly paid on a timely basisreported to appropriate state and local Taxing authorities and all resulting Taxes payable to state and local Taxing authorities have been paid. All material Employment and Withholding Taxes required to be withheld and paid on or before the Closing Date have (or by the Company or its Subsidiaries have Closing Date will have) been duly paid on a timely basis to the proper governmental authority Governmental Entity or properly set aside in accounts for such purpose. The reserve for Taxes set forth on the balance sheet of the Company as of September 30, 2002, is adequate for the payment of all material Taxes through the date thereof and no material Taxes have been incurred after September 30, 2002, which were not incurred in the ordinary course of business. There are no Liens for Taxes upon the assets of the Company and its Subsidiaries other than Liens for Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings. The Company and its Subsidiaries will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (x) change in method of accounting for a taxable period ending on or prior to the Closing Date, or (y) “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign income Tax law), entered into on or prior to the Closing Date, or (z) any ruling received from the IRS. The Company has not filed a consent to the application of Section 341(f) of the Code.

Filing of Returns and Payment of Taxes. All material Tax Returns required to be filed on or before the Closing Date have (or by the Closing Date will have) been duly filed on a timely basis or the time for filing such Tax Returns shall have been validly extended to a date after the Closing Date. Except as reflected or reserved against in the Financial Statements, all material Taxes due and payable have been duly paid on a timely basis. All material Taxes required to be withheld and paid by the Company or its Subsidiaries in connection with amounts paid or owing to any employee, independent contract, creditor, stockholder or other Person, have been duly paid on a timely basis to the proper governmental authority or properly set aside in accounts for such purpose. The reserve for Taxes set forth on the balance sheet of the Company as of September 30December 31, 2002, 2006 is adequate for the payment of all material Taxes through the date thereof and no material Taxes have been incurred after September 30December 31, 20022006, which were not incurred in the ordinary course of business. There are no Liens for Taxes upon the assets of the Company and its Subsidiaries other than Liens for Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings. The Company and its Subsidiaries will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (x) change in method of accounting for a taxable period ending on or prior to the Closing Date, or (y) “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign income Tax law), entered into on or prior to the Closing Date, or (z) any ruling received from the IRS. The Company has not filed a consent to the application of Section 341(f) of the Code.