Common use of Other Tax Matters Clause in Contracts

Other Tax Matters. (A) DL 3.13(iii)(A) sets forth (1) each taxable year or other taxable period of the Corporation or any of its Subsidiaries for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge of the Corporation, scheduled to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries has been finally completed and the disposition of such audit or examination, (3) the taxable years or other taxable periods of the Corporation or any of its Subsidiaries which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries which have been proposed or assessed by any taxing authority and (5) a list of all notices received by the Corporation or any of its Subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its Subsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiaries, could result in a Tax liability.

Other Tax Matters. (Ai) DL 3.13(iii)(A) Schedule 3.14 attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation or any of its Subsidiaries Company for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state state, locality or locality other jurisdiction is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Closing Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries Company has been finally completed and the disposition of such audit audits or examinationexaminations, (3C) the taxable years or other taxable periods of the Corporation or any of its Subsidiaries Company which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries Company which have been proposed or assessed by any taxing authority and (5E) a list of all notices received by the Corporation or any of its Subsidiaries Company from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its SubsidiariesCompany, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiariesCompany, could result in a Tax liability.

Other Tax Matters. (Ai) DL 3.13(iii)(A) Schedule 3.14 attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation or any Company and each of its Subsidiaries subsidiaries for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Closing Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries Company has been finally completed and the disposition of such audit audits or examinationexaminations, (3C) the taxable years or other taxable periods of the Corporation or any Company and each of its Subsidiaries subsidiaries which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of Company and its Subsidiaries subsidiaries which have been proposed or assessed by any taxing authority and (5E) a list of all notices received by the Corporation or any of Company and its Subsidiaries subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of Company and its Subsidiariessubsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation Company or any such subsidiariessubsidiary, could result in a Tax liability.

Other Tax Matters. (A) DL 3.13(iii)(ASection 3.01(l)(iii)(A) of the Company Disclosure Letter sets forth (1) each taxable year or other taxable period of the Corporation Company or any of its Subsidiaries subsidiaries for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge of the Corporation, or scheduled to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the material subject matter of such audits or examinations, (2) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation Company and its Subsidiaries subsidiaries has been finally completed and the disposition of such audit or examination, (3) the taxable years or other taxable periods of the Corporation Company or any of its Subsidiaries subsidiaries which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such material statute of limitations for applicable Taxes to be extended, (4) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation Company or any of its Subsidiaries subsidiaries which have been proposed or assessed by any taxing authority and (5) a list of all notices received by the Corporation Company or any of its Subsidiaries subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation Company or any of its Subsidiariessubsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation Company or any such subsidiaries, could result in a material Tax liability.

Other Tax Matters. (i) Section 3.8(c) of the Company Disclosure Schedule sets forth (A) DL 3.13(iii)(A) sets forth for each of the past five taxable years, each federal and state jurisdiction in which the Company or the Company Subsidiary paid, or was obligated to pay, any Taxes, (1B) each taxable year or other taxable period of the Corporation or any of its Subsidiaries Company for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Execution Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2C) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes Taxes of the Corporation and its Subsidiaries Company has been finally completed and the disposition of such audit audits or examinationexaminations, (3D) the taxable years or other taxable periods of the Corporation or any of its Subsidiaries Company which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4E) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries Company which have been proposed or assessed by any taxing authority and not satisfied as of the Execution Date and (5F) a list of all notices received by the Corporation or any of its Subsidiaries Company from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its SubsidiariesCompany, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiariesCompany, could would reasonably be expected to result in a Tax liability.

Other Tax Matters. (Ai) DL 3.13(iii)(ASchedule 4.14(c)(i) attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation Seller, its Affiliates or any of its Subsidiaries the Subject Companies for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Closing Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes Taxes of Seller, its Affiliates and the Corporation and its Subsidiaries Subject Companies has been finally completed and the disposition of such audit audits or examinationexaminations (in cases where audits or examinations have been conducted), (3C) the taxable years or other taxable periods of the Corporation Seller, its Affiliates or any of its Subsidiaries the Subject Companies which will not be subject to the normally applicable statute of limitations because of waivers or agreements given by reason Seller, its Affiliates or any of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extendedSubject Companies, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation Seller, its Affiliates or any of its Subsidiaries the Subject Companies which have been proposed or assessed by any taxing authority and not yet finally resolved and (5E) a list of all written notices received by the Corporation Seller, its Affiliates or any of its Subsidiaries the Subject Companies from any taxing authority relating pertaining to the commencement of an audit, asserting a tax liability or directed specifically to any of the Subject Companies, Seller or its Affiliates and raising an issue which could affect the Tax liability of the Corporation Seller, its Affiliates or any of its Subsidiariesthe Subject Companies, which issue has not been finally determined and which, if determined adversely to the Corporation Seller, its Affiliates or any such subsidiariesSubject Companies, could result in a Tax liability.

Other Tax Matters. (Ai) DL 3.13(iii)(A) SCHEDULE 3.14 attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation or any of its Subsidiaries Company for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Closing Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries Company has been finally completed and the disposition of such audit audits or examinationexaminations, (3C) the taxable years or other taxable periods of the Corporation or any of its Subsidiaries Company which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, except for extensions for the time for the filing of Returns which extensions are permitted by law, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries Company which have been proposed or assessed by any taxing authority and (5E) a list of all notices received by the Corporation or any of its Subsidiaries Company from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its SubsidiariesCompany, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiariesCompany, could result in a Tax liability.

Other Tax Matters. (Ai) DL 3.13(iii)(A) Schedule 3.14 attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation Company or any of its Subsidiaries for which an audit or other examination of Taxes by the appropriate tax Tax authorities of any nation, state or locality is currently in progress (or, to the knowledge Knowledge of the CorporationCompany, scheduled as of the date hereof to be conducted) together with the names of the respective tax Tax authorities conducting (or or, to the Knowledge of the Company, scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to U.S. Federal income taxes of the Corporation and Company or any of its Subsidiaries has been finally completed and the disposition of such audit or examination, (3C) the taxable years or other taxable periods of the Corporation Company or any of its Subsidiaries which which, to the Knowledge of the Company, will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation Company or any of its Subsidiaries Subsidiaries, which have been proposed or assessed by any taxing authority and have not been paid and (5E) a list of all notices which, to the Knowledge of the Company, have been received by the Corporation Company or any of its Subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation Company or any of its Subsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation Company or any such subsidiariesof its Subsidiaries, could result in a Tax liability.

Other Tax Matters. (Ai) DL 3.13(iii)(A) Schedule 2.12 previously delivered to Parent sets forth (1A) each taxable year or other taxable period of the Corporation Company or any of its Subsidiaries subsidiaries for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge of the Corporation, or scheduled to be conducted) together with the names of the respective tax authorities author- ities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation Company and its Subsidiaries subsidiaries has been finally completed and the disposition of such audit or examination, (3C) the taxable years or other taxable periods of the Corporation Company or any of its Subsidiaries subsidiaries which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation Company or any of its Subsidiaries subsidiaries which have been proposed or assessed by any taxing authority and (5E) a list of all notices received by the Corporation Company or any of its Subsidiaries subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation Company or any of its Subsidiariessubsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation Company or any such subsidiaries, could result in a material Tax liability.