Common use of Procedure and Compliance Clause in Contracts

Procedure and Compliance. Except as set forth on Schedule 4.17(c), (i) all Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, (iii) neither the Company nor any of its Subsidiaries has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, (iv) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the Knowledge of the Company, threatened against or with respect to the Company or any of its Subsidiaries in respect of any Tax or Tax Asset, (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries and any Taxing Authority, (vi) during the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries has made or changed any Tax election, changed any annual tax accounting period, or adopted or changed any method of Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet due.

Procedure and Compliance. Except as set forth on Schedule 4.17(c5.20(c), (i) all Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31February 3, 1990 1996 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, ; (iii) neither the Company nor any of its Subsidiaries (or any member of any affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to or threatened in writing received by the Knowledge of the Company, threatened Company or any Subsidiary against or with respect to the Company or any of its Subsidiaries in respect of any Tax or Tax Asset, ; (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries and any Taxing Authority, ; (vi) neither the Company nor any of its Subsidiaries has received a tax opinion with respect to any transaction relating to the Company or any of its Subsidiaries, other than a transaction in the ordinary course of business; and (vii) during the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries has made or changed any Tax tax election, changed any annual tax accounting period, or adopted or changed any method of Tax tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries, taken as a whole), nor has it, to the extent it may have a material effect on affect or relate to the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company offset or any of its Subsidiaries except Liens for current Taxes not yet dueother reduction in Tax liability.

Procedure and Compliance. Except as set forth on Schedule 4.17(c)4.24, (i) all Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31September 30, 1990 2000 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has not requested any extension of time within which to file any Return and which Return has not yet filed such Return, been filed; (iii) neither the Company nor (or any member of its Subsidiaries any affiliated, consolidated, combined or unitary group of which the Company is or has been a member) has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the Knowledge of the Company, or threatened against or with respect to the Company or any of its Subsidiaries in respect of any Tax or Tax Asset, ; (v) no adjustment that would increase the Tax liability, or reduce any Tax Asset, of the Company has been made, proposed or threatened by a Taxing Authority during any audit of a Pre- Closing Tax Period which could reasonably be expected to be made, proposed or threatened in an audit of any subsequent Pre-Closing Tax Period or Post-Closing Tax Period; (vi) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries and any Taxing Authority, ; and (vivii) during the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries has made or not changed any Tax tax election, changed any annual tax accounting period, or adopted or changed any method of Tax tax accounting (to the extent that any such action may materially affect the Company or any of its SubsidiariesCompany), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company offset or any of its Subsidiaries except Liens for current Taxes not yet dueother reduction in Tax liability.

Procedure and Compliance. Except as set forth on Schedule 4.17(c), (i) all All income, sales, use and payroll Tax Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 1999 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company nor any of its Subsidiaries Subsidiary is delinquent in the payment of any material Tax or has requested any extension of time within which to file any material Tax Return and has not yet filed such Tax Return, ; (iii) neither the Company nor any Subsidiary (or, to the Knowledge of its Subsidiaries the Company, any member of any affiliated, consolidated, combined or unitary group of which the Company or any Subsidiary is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any material Tax Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the Knowledge of the Company, threatened against or with respect to the Company or any of its Subsidiaries Subsidiary in respect of any Tax or Tax Asset, ; (v) no adjustment that would materially increase the Tax liability, or materially reduce any Tax Asset, of the Company or any Subsidiary has been made, proposed or, to the Knowledge of the Company, threatened by a Taxing Authority during any audit of a Pre-Closing Tax Period which would reasonably be expected to be made or proposed in an audit of any subsequent Pre-Closing Tax Period or Post-Closing Tax Period; (vi) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries Subsidiary and any Taxing Authority, ; and (vivii) during the five-year period ending on the date hereof, neither of the Company nor any of its Subsidiaries Subsidiary has made or changed received a tax opinion with respect to any Tax election, changed any annual tax accounting period, or adopted or changed any method of Tax accounting (transaction relating to the extent that any such action may materially affect the Company or any Subsidiary, other than a transaction in the ordinary course of its Subsidiaries), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet duebusiness.

Procedure and Compliance. Except as set forth on Schedule 4.17(c)in Section 8.02(b) of the Disclosure Letter, (i) all Returns filed with respect to Tax years of Seller and each of the Company and its Subsidiaries Companies through the Tax year ended December 31, 1990 1998 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company Seller nor any of its Subsidiaries the Companies is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, ; (iii) neither the Company Seller nor any of its Subsidiaries Companies (and no member of any affiliated, consolidated, combined or unitary group of which Seller or any of the Companies is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the Knowledge of the Company, or threatened against or with respect to the Company Seller or any of its Subsidiaries the Companies in respect of any Tax or Tax Asset, ; (v) no adjustment that would increase the Tax liability, or reduce any Tax Asset, of any of the Companies has been made, proposed or threatened by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to have a material effect on a Post-Closing Tax Period; (vi) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries the Companies and any Taxing Authority, ; and (vivii) during the five-year period ending on the date hereof, neither the Company Seller nor any of its Subsidiaries the Companies has made or changed received a tax opinion with respect to any Tax election, changed any annual tax accounting period, or adopted or changed any method transaction not in the ordinary course of Tax accounting (business relating to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has itthe Companies or Seller, to the extent it may such transaction could reasonably be expected to have a material adverse tax effect on the any Acquired Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any with respect to a Post-Closing Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet duePeriod.

Procedure and Compliance. Except as set forth on Schedule 4.17(c)Section 3.11(c) of the Company Disclosure Schedule, (i) all Acquired Company Tax Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 2011 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable lawApplicable Law, after giving effect to extensions or waivers, has expired, ; (ii) neither none of the Company nor Acquired Companies (or any member of any affiliated, consolidated, combined or unitary group of which any of its Subsidiaries the Acquired Companies is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, (iiibeen a member) neither the Company nor any of its Subsidiaries has granted any extension or waiver of the statute of limitations period applicable to any Acquired Company Tax Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iviii) there is no claim, audit, action, suit, proceeding, proceeding or investigation now pending or, to the Knowledge of the Company, or threatened in writing against or with respect to the Company or any of its Subsidiaries the Acquired Companies in respect of any Tax or Tax Asset; (iv) no adjustment that would increase the Tax liability, or reduce any Tax Asset, of any of the Acquired Companies has been threatened, proposed or made by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to be threatened in writing, proposed or made in an audit of any subsequent Tax period; (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries the Acquired Companies and any Taxing Authority and no Acquired Company has received a ruling with respect to any Tax or Tax Asset from any Taxing Authority, ; (vi) during in the five-year period ending on past five taxable years, none of the date hereofAcquired Companies has received a formal, neither the Company nor written tax opinion with respect to any transaction relating to any of its Subsidiaries has made or changed any Tax electionthe Acquired Companies, changed any annual tax accounting period, or adopted or changed any method other than a transaction in the ordinary course of Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, business; and (vii) there are no Liens for Taxes upon the assets none of the Company Acquired Companies will be required to include in or for, or allocate with respect to, a Post-Closing Tax Period taxable income attributable to income economically realized in a Pre-Closing Tax Period (nor has any of its Subsidiaries except Liens for current Taxes not yet duededuction economically attributable to a Post-Closing Tax Period been claimed in a Pre-Closing Tax Period).

Procedure and Compliance. Except as set forth on Schedule 4.17(c5.16(c), (i) all Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 1986 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company nor any of its Subsidiaries Subsidiary is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, ; (iii) neither the Company nor any of its Subsidiaries Subsidiary has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) to the Company's knowledge, there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the Knowledge of the Company, or threatened against or with respect to the Company or Company, any of its Subsidiaries Subsidiary in respect of any Tax or Tax Asset, ; (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries Subsidiary and any Taxing Authority, ; (vi) during the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries Subsidiary has made or changed any Tax tax election, changed any annual tax accounting period, or adopted or changed any method of Tax tax accounting (to the extent that any such action may materially affect the Company or any of its SubsidiariesSubsidiary), nor has it, to the extent it may have a material effect on affect or relate to the Company or any of its SubsidiariesSubsidiary, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and ; (vii) there are no Liens liens or encumbrances for Taxes upon the assets of the Company or any of its Subsidiaries Subsidiary except Liens liens for current Taxes not yet due; and (viii) the Company has filed all claims or requests for refunds of Taxes to which it is entitled.

Procedure and Compliance. Except as set forth on Schedule 4.17(c), (i) all Returns filed with respect to Tax years None of the Company and its Subsidiaries through the Tax year ended December 31, 1990 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, (iii) neither the Company nor any of its Subsidiaries Acquired Companies has granted any extension or waiver of the statute of limitations period applicable to any Acquired Company Tax Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (ivii) there is no claim, audit, action, suit, proceeding, proceeding or investigation now pending or, to the Knowledge of the Company, or threatened in writing against or with respect to the Company or any of its Subsidiaries the Acquired Companies in respect of any Tax or Tax Asset; (iii) no adjustment that would increase the Tax liability, or reduce any Tax Asset, of any of the Acquired Companies has been threatened, proposed or made by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to be threatened in writing, proposed or made in an audit of any subsequent Tax period; (viv) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries the Acquired Companies and any Taxing Authority and no Acquired Company has received a ruling with respect to any Tax or Tax Asset from any Taxing Authority; (v) in the past five taxable years, none of the Acquired Companies has received a formal, written tax opinion with respect to any transaction relating to any of the Acquired Companies, other than a transaction in the ordinary course of business; and (vi) during none of the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries has made Acquired Companies will be required to include in or changed any Tax election, changed any annual tax accounting periodfor, or adopted or changed any method of allocate with respect to, a Post-Closing Tax accounting Period taxable income attributable to income economically realized in a Pre-Closing Tax Period (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has it, any deduction economically attributable to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Post-Closing Tax claim or assessment, or surrendered any right to claim Period been claimed in a Pre-Closing Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet duePeriod).

Procedure and Compliance. Except as set forth on Schedule 4.17(c)8.02(b) or with respect to circumstances which involve the lesser of (i) penalties of no more than $1,000 per Return or (ii) $25,000 in the aggregate for all Returns due with respect to all Pre-Closing Tax Periods, (i) all Returns filed with respect to 44 Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 1989 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company nor any of its Subsidiaries Subsidiary or any Affiliate which conducts the Puerto Rico Business is delinquent in the payment of any material Tax or has requested any extension of time within which failed to file any Return and has not yet filed such Return, in a timely fashion after giving effect to extensions; (iii) neither the Company nor any Subsidiary (or any member of its Subsidiaries any affiliated, consolidated, combined or unitary group of which the Company or any Subsidiary is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) there is no claim, audit, action, suit, proceeding, or investigation involving claims in excess of $50,000 now pending or, to the Knowledge of the Company, or threatened against or with respect to the Company Company, any Subsidiary or any member of its Subsidiaries the Seller Group in respect of any Tax or Tax Asset, Tax; (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries Subsidiary and any Taxing Authority, ; and (vi) during the five-year period ending on the date hereof, neither none of Seller, the Company nor Company, any Subsidiary or any Affiliate of its Subsidiaries Seller has made or changed any Tax tax election, changed any annual tax accounting period, or adopted or changed any method of Tax tax accounting (to the extent that any such action may materially affect any Post-Closing Tax Period of the Company or any of its SubsidiariesSubsidiary), nor has it, to the extent it may have a material effect on affect or relate to any Post-Closing Tax Period of the Company or any of its SubsidiariesSubsidiary, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet due.

Procedure and Compliance. Except as set forth on Schedule 4.17(c), (i) all Returns filed with respect to Tax years None of the Company and its Subsidiaries through the Tax year ended December 31, 1990 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, (iii) neither the Company nor any of its Subsidiaries ANAC Companies has granted any extension or waiver of the statute of limitations period applicable to any ANAC Company Tax Return, which period extension is in effect as of the date hereof (after giving effect to such other than any extension or waiver) has not yet expired, granted in the ordinary course of business); (ivii) there is no claim, audit, action, suit, proceeding, or investigation Action now pending or, to the Knowledge of the Company, or threatened in writing against or with respect to the Company or any of its Subsidiaries the ANAC Companies in respect of any Tax; (iii) no adjustment that would increase the Tax Liability of any of the ANAC Companies has been threatened, proposed or made by a Taxing Authority during any audit of a Pre-Closing Tax AssetPeriod which could reasonably be expected to be threatened in writing, proposed or made in an audit of any subsequent Tax period; (viv) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries the ANAC Companies and any Taxing Authority and no ANAC Company has received a ruling with respect to any Tax from any Taxing Authority; (v) none of the ANAC Companies will be required to include in or for, or allocate with respect to, a Post-Closing Tax Period taxable income attributable to income economically realized in a Pre-Closing Tax Period as a result of any (A) change in method of accounting for a Pre-Closing Tax Period, (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) executed prior to the Closing, (C) any prepaid amount or deferred revenue received prior to the Closing or (D) installment sale or open transaction dispositions made prior to the Closing; and (vi) during no ANAC Company will be required to include any amount in income in any Post-Closing Tax Period as a result of the five-year period ending on consummation of the date hereofTransactions, neither the Company nor any including as a result of its Subsidiaries has made or changed any Tax election, changed any annual tax accounting periodcredit claimed in, or adopted or changed in respect of, any method of Pre-Closing Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet duePeriod.

Procedure and Compliance. Except as set forth on Schedule 4.17(c)in Section 3.19(b) of the P&G Disclosure Letter, (i) all Income Tax Returns filed with respect to Tax years of the Company and its Transferred Subsidiaries through the Tax year ended December 31June 30, 1990 have been examined and closed or 2005 are Income Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or no request has requested been made for any extension of time (other than automatic extensions), within which to file any Income Tax Return and that has not yet filed such Return, been filed; (iii) neither the Company nor no Transferred Subsidiary (or any member of its Subsidiaries any affiliated, consolidated, combined or unitary group of which any Transferred Subsidiary is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any Income Tax Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the Knowledge of the Company, or threatened against or with respect to the Company or any of its Subsidiaries Transferred Subsidiary in respect of any Income Tax or Income Tax Asset; (v) no adjustment that would increase the Income Tax liability, or reduce any Income Tax Asset, of any Transferred Subsidiary has been made, proposed or threatened by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to increase the tax liability or reduce a Income Tax Asset of such transferred Subsidiary in a Post-Closing Tax Period; (vvi) there are no requests for rulings or determinations in respect of any Income Tax or Income Tax Asset of any Transferred Subsidiary pending between with any Taxing Authority; (vii) none of the Company Transferred Subsidiaries or any of its Subsidiaries and their Affiliates have received a tax opinion with respect to any Taxing Authority, transaction relating to any Transferred Subsidiary other than a transaction in the ordinary course of business; (viviii) during the fivetwo-year period ending on the date hereof, neither none of the Company nor any of its Transferred Subsidiaries has made or changed any Tax tax election, changed any annual tax accounting period, or adopted or changed any method of Tax tax accounting (to the extent that any such action may materially affect the Company such Transferred Subsidiary and will be binding on Purchaser or any of its Affiliates (including, for the avoidance of doubt, the Transferred Subsidiaries) for a Post-Closing Tax Period), nor has itany Transferred Subsidiary or P&G, to the extent it may have a material effect on the Company affect or relate to any of its SubsidiariesTransferred Subsidiary, filed or caused to be filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, offset or other reduction in Tax liability; and (viiix) there are no material Liens for Taxes upon (other than Permitted Liens) with respect to the assets of Transferred Subsidiaries or the Company or any of its Subsidiaries except Liens for current Taxes not yet duePharmaceuticals Business Assets have been filed.

Procedure and Compliance. Except as set forth on Schedule 4.17(c), (i) all Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 1999 have been examined and closed or are Returns with respect to which have had the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expiredexpire, and Returns that have been audited have been specially identified; (ii) neither the Company nor any of its Subsidiaries is not delinquent in the payment of any material Tax or and has not requested any extension of time within which to file any Return and has not yet filed such Return, ; (iii) neither the Company nor any currently is not the beneficiary of its Subsidiaries has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, and has not agreed to any extension of time with respect to any Tax assessment or deficiency which has not yet expired; (iv) there is no claim, audit, action, suit, proceeding, adjustment or investigation now pending or, or to the Knowledge of the Company, ’s knowledge proposed or threatened against (or with respect to to) the Company or any of its Subsidiaries in respect of any Tax or Tax Asset, liability by any Taxing Authority; (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries and any Taxing Authority, ; (vi) during the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries has not made or changed any Tax material tax election, changed any annual tax accounting period, or adopted or changed any material method of Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries)tax accounting, nor has it, to the extent it may have a material effect on affect or relate to the Company or any of its SubsidiariesCompany, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and ; (vii) there are no Liens liens or encumbrances for Taxes upon any of the assets of the Company or any of its Subsidiaries (except Liens for current Taxes not yet due); (viii) no adjustment that would increase the Tax liability, or reduce any Tax Asset, of the Company has been made, or, to the Company’s knowledge, proposed or threatened by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to be made, proposed or threatened in an audit of any subsequent Pre-Closing Tax Period or Post-Closing Tax Period; (ix) the Company has filed all claims or requests for refunds of Taxes to which it is entitled; and (x) the Company has not received a tax opinion with respect to any transaction relating to the Company other than a transaction in the ordinary course of business. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period as a result of any (i) change in the method of accounting for a Pre-Closing Tax Period; (ii) “closing agreement” as defined in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date.

Procedure and Compliance. Except as set forth on Schedule 4.17(c)in Section 3.27(c) of the Disclosure Schedule, (i) all Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 2004 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable lawApplicable Law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, ; (iii) neither the Company nor any of its Subsidiaries (or any member of any affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the Knowledge of the Company, or threatened against or with respect to the Company or any of its Subsidiaries in respect of any Tax or Tax Asset, ; (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries and any Taxing Authority, ; and (vi) during the five-year period ending on the date hereof, neither none of either Seller, the Company nor Company, any of its the Company’s Subsidiaries or any Affiliate of a Seller has made or changed any Tax election, changed any annual tax Tax accounting period, or adopted or changed any method of Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has itor, to the extent it may have a material effect on affect or relate to the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company offset or any of its Subsidiaries except Liens for current Taxes not yet dueother reduction in Tax liability.

Procedure and Compliance. Except as set forth on Schedule 4.17(c), (i) all All income and franchise Tax Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 2003 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable lawApplicable Law, after giving effect to extensions or waivers, has expired, ; (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Tax Return and has not yet filed such Tax Return, ; (iii) neither the Company nor any of its Subsidiaries has granted any extension or waiver of the statute of limitations period applicable to any Tax Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iv) no adjustment that would materially increase the Tax liability, or materially reduce any Tax Asset, of the Company or any of its Subsidiaries has been made, proposed or threatened in writing (or otherwise to the Knowledge of the Company) by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to be made, proposed or threatened in an audit of any subsequent Pre-Closing Tax Period or Post-Closing Tax Period; (v) there is no claim, audit, action, suit, proceeding, proceeding or investigation now pending or, or threatened in writing (or otherwise to the Knowledge of the Company, threatened ) against or with respect to the Company or any of its Subsidiaries in respect of any Tax or Tax Asset; (vi) the Company has not received a written Tax opinion with respect to any transaction relating to the Company, other than a transaction in the ordinary course of business; and (vvii) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries and any Taxing Authority, (vi) during the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries has made or changed any Tax election, changed any annual tax accounting period, or adopted or changed any method of Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet due.

Procedure and Compliance. Except as set forth on Schedule 4.17(c), (i) all All Acquired Company Tax Returns required by Applicable Law to be filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable lawApplicable Law, after giving effect to extensions or waivers, has expired, ; (ii) neither none of the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, (iii) neither the Company nor any of its Subsidiaries Acquired Companies has granted any written extension or waiver of the statute of limitations period applicable to any Acquired Company Tax Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iviii) there is no claim, audit, action, suit, proceeding, assessment or investigation now pending or, to the Knowledge of the Company, or threatened in writing against or with respect to the Company or any of its Subsidiaries the Acquired Companies in respect of any Tax or Tax Asset; (iv) no adjustment that would increase the Tax Liability, or reduce any Tax Asset, of any of the Acquired Companies, has been threatened in writing, proposed or made by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to be threatened in writing, proposed or made in an audit of any subsequent Tax period; (v) there are no written requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries the Acquired Companies and any Taxing Authority and no Acquired Company has received a ruling with respect to any Tax or Tax Asset from any Taxing Authority, ; (vi) during none of the five-year period ending on the date hereofAcquired Companies has received a formal, neither the Company nor written tax opinion with respect to any transaction relating to any of its Subsidiaries has made or changed any Tax electionthe Acquired Companies, changed any annual tax accounting period, or adopted or changed any method other than a transaction in the ordinary course of Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, business; and (vii) there are no Liens for Taxes upon the assets none of the Company Acquired Companies will be required to include in a Post-Closing Tax Period taxable income attributable to income economically realized in a Pre-Closing Tax Period (nor has any deduction economically attributable to a Post-Closing Tax Period been claimed in a Pre-Closing Tax Period) as a result of any (A) change in method of accounting for a Pre-Closing Tax Period, (B) agreement as described in Section 7121 of the Code (or any corresponding or similar provision of its Subsidiaries except Liens for current Taxes not yet duestate, local or non-U.S. income Tax Law) executed prior to the Second Merger Effective Time, (C) intercompany transactions described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law), (D) any prepaid amount, deferred revenue or similar item received prior to the Second Merger Effective Time or (E) installment sale or open transaction dispositions made prior to the Second Merger Effective Time.

Procedure and Compliance. Except as set forth on Schedule 4.17(c)Section 4.11(c) of the Company Disclosure Schedule, (i) all Acquired Company Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 2011 have been examined and closed or are Acquired Company Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, ; (ii) neither none of the Company nor Acquired Companies (or any member of any affiliated, consolidated, combined or unitary group of which any of its Subsidiaries the Acquired Companies is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, (iiibeen a member) neither the Company nor any of its Subsidiaries has granted any extension or waiver of the statute of limitations period applicable to any Acquired Company Return, which period (after giving effect to such extension or waiver) has not yet expired, ; (iviii) there is no claim, audit, action, suit, proceeding, proceeding or investigation now pending oror threatened, to the Knowledge of the Companyin writing, threatened against or with respect to the Company or any of its Subsidiaries the Acquired Companies in respect of any Tax or Tax Asset; (iv) no adjustment that would increase the Tax liability, or reduce any Tax Asset, of any of the Acquired Companies has been threatened, proposed or made by a Taxing Authority, in writing, during any audit of a Pre-Closing Tax Period which could reasonably be expected to be threatened, proposed or made in an audit of any subsequent Tax period; (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries the Acquired Companies and any Taxing Authority and no Acquired Company has received a ruling with respect to any Tax or Tax Asset from any Taxing Authority, ; (vi) during in the five-year period ending on past five taxable years, none of the date hereofAcquired Companies has received a formal, neither the Company nor written tax opinion with respect to any transaction relating to any of its Subsidiaries has made or changed any Tax electionthe Acquired Companies, changed any annual tax accounting period, or adopted or changed any method other than a transaction in the ordinary course of Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, business; and (vii) there are no Liens for Taxes upon the assets none of the Company Acquired Companies will be required to include in or for, or allocate with respect to, a Post-Closing Tax Period taxable income attributable to income economically realized in a Pre-Closing Tax Period (nor has any of its Subsidiaries except Liens for current Taxes not yet duededuction economically attributable to a Post-Closing Tax Period been claimed in a Pre-Closing Tax Period).