Common use of MGR Clause in Contracts

MGR. Except as set forth on Schedule 4.7(a), with respect to MGR (and to the Contributing Parties’ Knowledge, with respect to Rendezvous) (i) all Tax Returns required to be filed have been duly filed on a timely basis with the appropriate Tax Authority, and are true, correct and complete in all material respects, (ii) all Taxes due and owing (whether or not shown as due on any Tax Returns) have been timely paid in full, (iii) there are no Liens on any of the assets of MGR or Rendezvous that arose in connection with any failure (or alleged failure) to pay any Tax, (iv) there is no claim, action, or proceeding pending by any applicable Tax Authority in connection with any Tax, (v) no Tax Returns are now under audit or examination by any Tax Authority, (vi) there are no agreements or waivers providing for an extension of time with respect to the filing of any Tax Returns or the assessment or collection of any such Tax, (vii) no written claim has been made by any Tax Authority in a jurisdiction where MGR or Rendezvous does not file a Tax Return that it is or may be subject to taxation in that jurisdiction, (viii) neither MGR nor Rendezvous is a party to any Tax-Sharing Agreement, or is otherwise liable for the Taxes of any other Person (including as a transferee or successor), (ix) no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect MGR or Rendezvous, and (xi) neither MGR nor Rendezvous has, during any period for which the statute of limitations for any relevant Tax has not expired, participated in any listed transaction required to be disclosed under Treasury Regulation Section 1.6011-4.