Common use of Procedure and Compliance Clause in Contracts

Procedure and Compliance. Except as set forth on Schedule 8.02(c) of the Company Disclosure Schedule, (i) no Returns filed with respect to Tax years of the Company through the Tax year ended December 31, 2006 have been subject to examination by any Taxing Authority and no notice to commence an examination has been received by the Company or any Seller; (ii) the Company 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; (iii) 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 in respect of any Tax or Return; and (iv) no adjustment that would increase the Tax liability of the Company has been made, proposed or threatened in writing 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.

Procedure and Compliance. Except as set forth on Schedule 8.02(c) of the Company Disclosure Schedule, (i) no All federal Returns filed with respect to Tax years of the Company through the Tax year ended December 31, 2006 2000 have been subject examined and closed or are Returns with respect to examination by any Taxing Authority and no notice which the applicable period for assessment under applicable law, after giving effect to commence an examination extensions or waivers, has been received by the Company or any Sellerexpired; (ii) neither the Company nor any member of any affiliated, consolidated, combined or unitary group of which the Company is or has not 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; (iii) 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 in respect of any Tax or Return; and (iv) no adjustment that would materially increase the Tax liability liability, or materially reduce any Tax Asset, of the Company has been made, proposed or threatened in writing by a Taxing Authority during any audit of a Pre-Closing Tax Period which could would reasonably be expected to be made, proposed or threatened in an audit of any subsequent Pre-Closing Tax Period or Post-Closing Tax Period; and (iv) there is no claim, audit, action, suit, proceeding or investigation now pending or threatened in writing against or with respect to the Company in respect of any Tax or Tax Asset.

Procedure and Compliance. Except as set forth on Schedule 8.02(c9.02(c) of the Company Disclosure Schedule, (i) no all federal, state and other material Returns filed with respect to Tax years of the Company through the Tax year ended December 31, 2006 2004 have been subject examined and closed or are Returns with respect to examination by any Taxing Authority and no notice which the applicable period for assessment under applicable law, after giving effect to commence an examination extensions or waivers, has been received by the Company or any Sellerexpired; (ii) the Company 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; (iii) 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 in respect of any Tax or Return; and (iv) no adjustment that would increase the Tax liability of the Company has been made, proposed or threatened in writing 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.