Common use of Tax and Other Returns and Reports Clause in Contracts

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers (the “Tax Returns”) with respect to any federal, state or local taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof) (the “Taxes”) have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers for Taxes for the periods, property or events covered thereby. All Taxes, including without limitation those called for by the Tax Returns, claimed to be due by any taxing authority from Sellers, have been properly accrued or paid. Except as listed in Exhibit B attached to this Agreement, Sellers have not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers or any of their assets or properties. Sellers have not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellers. Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes imposed upon Sellers.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers or on account of the Seller (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including including, without limitation limitation, all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school school, fuel, fuel use, highway use, and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers the Seller for Taxes for the periods, property or events covered thereby, except in all cases for any failures which would not have a material adverse effect on the Purchaser. All Taxes, including without limitation those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from Sellersthe Seller, have been properly accrued or paid, except in all cases for any failures which would not have a material adverse effect on the Purchaser. Except The accruals for Taxes contained in the Seller's financial statements are adequate to cover the tax liabilities of the Seller with respect to the Business as listed of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to that date to make any of such accruals inadequate, except in Exhibit B attached to this Agreement, Sellers all cases for any failures which would not have a material adverse effect on the Purchaser. The Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns respecting the Seller and there are not pending tax examinations or audits of or tax claims asserted against Sellers the Seller or any of their its assets or properties, except in all cases for any failures which would not have a material adverse effect on the Purchaser. Sellers have The Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any TaxesTaxes with respect to the Seller. Except as listed in Exhibit B attached to this Agreement, there are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellers. Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have The Seller has made all deposits required by law to be made with respect to employees’ the Seller's Employees' withholding and other employment taxes, including including, without limitation limitation, the portion of such deposits relating to Taxes taxes imposed upon Sellersthe Seller with respect to the Seller, except for any failure to make such deposits or pay such taxes which would not have a material adverse effect on the Purchaser. The Seller shall timely file all tax returns and pay all taxes related to operation of the Business prior to the Closing Date, except in all cases for any failures which would not have a material adverse effect on the Purchaser.

Tax and Other Returns and Reports. All To Seller's knowledge, all federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Seller (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Seller for Taxes for the periods, property or events covered thereby. All , all Taxes, including including, without limitation limitation, those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellersSeller, have been properly accrued or paid. Except as listed in Exhibit B attached to this Agreement, Sellers have Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers Seller or any of their its assets or properties. Sellers have Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellers. Sellers have Purchased Assets, and Seller has no knowledge of any basis for any additional assessment of any Taxes. Sellers have Seller has made all deposits required by law to be made with respect to employees’ ' withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersSeller.

Tax and Other Returns and Reports. All federal, federal state, local and foreign tax returns, reports, statements statement and other similar filings required to be filed by Sellers Selling Parties (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (impositions, including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in win which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Seller for Taxes for the periods, property or events covered thereby. All Taxes, including without limitation those which are called for by the Tax ReturnsReturn, or heretofore or hereafter claimed to be due by any taxing authority from Sellersfor Seller, have been properly accrued or paid. Except The accruals for Taxes contained in the Financial Statements are adequate to cover the tax liabilities of Seller with respect to the Business as listed in Exhibit B attached the Effective Date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have not the Effective Date to make any of such accruals inadequate. Neither Seller nor Northland has received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers Seller or any of their its assets or properties. Sellers have Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersSeller. Sellers have Seller has no knowledge of any basis for any additional assessment of any Taxes. Sellers have Seller has made all deposits required by law to be made with respect to employees’ ' withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersSeller.

Tax and Other Returns and Reports. (a) All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers (the “Tax Returns”) Litho Companies or by the Litho Stockholders with respect to the business of the Litho Companies (the "Tax Returns") in connection with any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions with respect to the business of the Litho Companies (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers for Taxes for the periods, property or events covered thereby. All Taxes, including including, without limitation limitation, those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from Sellersauthority, have been properly paid or accrued or paidin the Financial Statements including, without limitation, deferred taxes accrued in accordance with Generally Accepted Accounting Principles. Except as listed in Exhibit B attached to this Agreement, Sellers have not Neither Litho Company has received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers with respect to the Litho Companies. There has been no extension or any waiver of their assets or properties. Sellers have not extended, or waived the application of, of any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellersthe Litho Companies. Sellers Neither the Litho Stockholders nor the Litho Companies have no any knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes imposed upon Sellers.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Seller (the “Tax Returns”) with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school license and any other tax or similar governmental charge or imposition under laws of the United States or any state of municipal or municipal political subdivision thereof or any foreign country or political subdivision thereof) (the “Taxes”) have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Seller for Taxes for the periods, property or events covered thereby. All Taxes, including those without limitation those which are called for by the Tax Returns, claimed to be due by any taxing authority from Sellers, have been properly accrued or paid. Except The accruals for Taxes contained in the Most Recent Balance Sheet are adequate to cover the tax liabilities of Seller with respect to the Business as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have that date to make any of such accruals inadequate. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers Seller or any of their its assets or properties. Sellers have Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersSeller. Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have Seller has made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersSeller.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers LINCOLN (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school license and any other tax or similar governmental charge charge, or imposition under laws of the United States or any state of municipal or municipal political subdivision thereof or any foreign Country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers LINCOLN for Taxes for the periods, property or events covered thereby. All Taxes, including those without limitation those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellersLINCOLN, have been properly accrued or paid. Except The accruals for Taxes contained in the Most Recent Balance Sheet are adequate to cover the tax liabilities of LINCOLN as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have that date to make any of such accruals inadequate. LINCOLN has not received any notice of assessment or proposed assessment in connection with any Tax Returns Retmns and there are not pending tax examinations of or tax claims asserted against Sellers LINCOLN or any of their its assets or properties. Sellers have LINCOLN has not extended, or waived the application of, any statute statue of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersLINCOLN. Sellers have There is no knowledge of any basis for any additional assessment of any Taxes. Sellers have LINCOLN has made all deposits required by law to be made with respect to employees’ any withholding and or other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersLINCOLN.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Seller with respect to the Business (collectively, the “"Tax Returns”") before the date hereof with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (collectively, the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Seller with respect to the Business for Taxes for the periods, property or events covered thereby. All TaxesTaxes with respect to the Business, including without limitation those that are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellersSeller, have been properly accrued or paid. Except The accruals for Taxes contained in the Unaudited Balance Sheet are adequate to cover the tax liabilities of Seller with respect to the Business as listed in Exhibit B attached of that date and nothing has occurred after that date to this Agreement, Sellers have make any of such accruals inadequate. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not no pending tax examinations of or tax claims asserted against Sellers Seller or any of their assets or propertiesthe Purchased Assets. Sellers have Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens Liens (other than any lien Liens for current taxes not yet due and payable) on any of the assets or properties of SellersPurchased Assets. Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have Seller has made all deposits required by law to be made with respect to employees’ ' withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersSeller.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Seller as of the date hereof (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school school, corporation, gross receipts, profits, gains, capital stock, capital duty, withholding, disability, wealth, welfare, stamp, occupation, transfer, value added, Section 1374 built-in-gains, alternative minimum, estimated and any other tax or similar governmental charge or imposition under laws of the United States or any state of municipal or municipal political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Seller for Taxes for the periods, property or events covered thereby. All TaxesTaxes due as of the date hereof, including those without limitation those which are called for by the Tax ReturnsReturns or under any tax allocation agreement, or heretofore claimed to be due by any taxing authority from SellersSeller or Shareholders, have been properly accrued or paid. No claim has ever been made by an authority in a jurisdiction where the Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. Except as listed set forth in Exhibit B attached Disclosure Schedule 3.1.10, no extension of time within which to this Agreementfile any Tax Return with respect to the Included Assets has been filed, Sellers have requested or granted. The accruals for Taxes contained in the Interim Balance Sheet are adequate to cover the tax liabilities of Seller with respect to the Business as of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to that date to make any of such accruals inadequate. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers Seller or any of their its assets or properties. Sellers have Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellers. Sellers have Seller has no knowledge of any basis for any additional assessment of any TaxesTaxes for periods for which tax returns have been filed. Sellers Seller has withheld and paid all Taxes required to have made all deposits required been withheld and paid in connection with amounts paid or owing by law Seller to be made with respect to employees’ withholding and any employee, independent contractor, creditor, stockholder, or other employment taxes, including without limitation third party as of the portion of such deposits relating to Taxes imposed upon Sellersdate hereof.

Tax and Other Returns and Reports. All federal, state, --------------------------------- local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers the Company (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers the Company for Taxes for the periods, property or events covered thereby. All Taxes, including without limitation those called for by the Tax Returns, Taxes heretofore or hereafter claimed to be due by any taxing authority from Sellersthe Company, have been properly accrued or paid. Except The accruals for Taxes contained in the Adjusted 1995 Balance Sheet and the 1996 Balance Sheet are adequate to cover the tax liabilities of the Company with respect to the Business as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers or that date to make any of their assets or propertiessuch accruals inadequate. Sellers have the Company has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellersthe Company. Within ten (10) days after the execution of this Agreement, Sellers have no knowledge shall provide Purchaser with true and correct copies of any basis the Company's Tax Returns, as filed with the appropriate governmental agencies, for any additional assessment of any Taxes. Sellers have made the years 1993, 1994 and 1995, as well as all deposits required by law to be made with respect to employees’ withholding reports and other employment taxes, including without limitation the portion of such deposits documents relating to Taxes imposed upon Sellersprior tax audits of the Company by the Internal Revenue Service.

Tax and Other Returns and Reports. (a) All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers (QQQ, Quadras or by the “Tax Returns”) Stockholders with respect to the business of QQQ or Quadras (the "Tax Returns") in connection with any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions with respect to the business of QQQ or Quadras, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers for Taxes for the periods, property or events covered thereby. All Taxes, including including, without limitation limitation, those which are called for by the Tax Returns, claimed to be due by any taxing authority from Sellers, Returns have been properly paid or accrued or paidin the Financial Statements including, without limitation, deferred taxes accrued in accordance with generally accepted accounting principles. Except as listed in Exhibit B attached to this Agreement, Sellers have not Neither QQQ nor Quadras has received any notice of assessment any assessment, tax examination, tax claim or proposed assessment in connection with any Tax Returns and Returns, and, to the Knowledge of the Stockholders, there are not pending tax examinations of or tax claims asserted against Sellers with respect to QQQ or any Quadras. There has been no extension or waiver of their assets or properties. Sellers have not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersQQQ or Quadras. Sellers have no None of the Stockholders, QQQ or Quadras has any knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes imposed upon Sellers.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Seller (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Seller for Taxes for the periods, property or events covered thereby. All Taxes, including those without limitation those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellersSeller, have been properly accrued or paid. Except The accruals for Taxes contained in the Interim Balance Sheet are adequate to cover the tax liabilities of Seller with respect to the Business as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have that date to make any of such accruals inadequate. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers or any Seller of their its assets or properties. Sellers have Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersSeller. Sellers have Seller has no knowledge of any basis for any additional assessment of any Taxes. Sellers have Seller has made all deposits required by law to be made with respect to employees’ ' withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersSeller.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers the Company (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers the Company for Taxes for the periods, property or events covered thereby. All Taxes, including without limitation those which are called for by the Tax Returns, claimed required to be due paid, withheld or accrued by the Company and any taxing authority from Sellersdeficiency assessments, penalties and interest have been properly accrued timely paid, withheld or paidaccrued. Except The accruals for Taxes contained in the Balance Sheet are adequate to cover the tax liabilities of the Company as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have that date to make any of such accruals inadequate. The Company has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers the Company or any of their its assets or properties. Sellers have The Company has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellersthe Company. Sellers have The Company has no knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits All tax payments related to employees, including income tax withholding, FICA, FUTA, unemployment and worker's compensation, required by law to be made with respect by the Company have been fully and properly paid, withheld, accrued or recorded. The Company is not and has not been a party to employees’ withholding any tax allocation or sharing agreement and other employment taxesis not and has not been a member of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code of 1986, including without limitation as amended (the portion of such deposits relating to Taxes imposed upon Sellers"Code").

Tax and Other Returns and Reports. Sellers have delivered to Purchaser true and complete copies of their tax returns for the years 2015, 2016 and 2017. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers on or before the date hereof (including any extensions) (the “Tax Returns”) with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including including, without limitation limitation, all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school school, fuel and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “Taxes”) have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers for Taxes for the periods, property or events covered thereby. All Taxes, including without limitation those which are called for by the Tax Returns, claimed to be due by any taxing authority from Sellers, have been properly accrued or paidpaid and no Taxes are currently delinquent. Except The accruals for Taxes contained in the Financial Statements are adequate to cover the tax liabilities of Sellers with respect to the Business as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, that date to make any of such accruals inadequate. Sellers have not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not no pending tax examinations or audits of or tax claims asserted against either of the Sellers or any of their assets or properties. Sellers have not extended, extended or waived the application of, of any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellers. Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon Sellers. There is no material dispute or claim concerning any Tax Liability of Sellers either arising by any authority in writing or as to which Sellers or their officers have knowledge.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Transferor (the “Tax Returns”) with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school license and any other tax or similar governmental charge or imposition under laws of the United States or any state of municipal or municipal political subdivision thereof or any foreign country or political subdivision thereof) (the “Taxes”) have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are due and required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Transferor for Taxes for the periods, property or events covered thereby. All Taxestaxes, including those without limitation those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellersTransferor, have been properly accrued or paid. Except The accruals for Taxes contained in the Most Recent Balance Sheet are adequate to cover the tax liabilities of Transferor with respect to the Business as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have that date to make any of such accruals inadequate. Transferor has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers Transferor or any of their its assets or properties. Sellers have Transferor has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersTransferor. Sellers have To Transferor’s Knowledge there is no knowledge of any reasonable basis for any additional assessment of any Taxes. Sellers have Transferor has made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersTransferor. For purposes of this Agreement, “Transferor’s Knowledge” means Lang’s actual knowledge after reasonable inquiry under the circumstances.

Tax and Other Returns and Reports. All federal, state, local and --------------------------------- foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Seller (the “Tax Returns”"TAX RETURNS") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including including, without limitation limitation, all income tax, unemployment compensation, social securitySocial Security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under the laws of the United States or any state or municipal or political subdivision thereof or of any foreign county or political subdivision thereof) (the “Taxes”"TAX") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns tax returns are required to be filed, and all such Tax Returns properly tax returns property reflect the liabilities of Sellers Seller for Taxes taxes for the periods, property or events covered thereby. All Taxestaxes, including without limitation those which are called for by the Tax Returnstax returns, or heretofore or hereafter claimed to be due by any taxing authority from SellersSeller, have been properly accrued or paidpaid and no taxes are currently delinquent. Except The accruals for taxes contained in the Financial Statements are accurate to cover the tax liabilities of Seller with respect to the business as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers or the date to make any of their assets or propertiessuch accruals inadequate. Sellers have Seller is currently undergoing an audit by the Internal Revenue Service for the tax years 1994-1995, the results of which, if known, will be disclosed by Seller to Purchaser prior to Closing. Seller has not extended, or waived the application of, any statute of limitations of or any jurisdiction regarding the assessment or collection of any Taxestaxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersSeller. Sellers have Seller has no knowledge of any basis for any additional assessment assessments of any Taxestaxes. Sellers have Seller has made all deposits required by law to be made with respect to employees’ ' withholding and other employment taxes, including without limitation the portion of the such deposits relating to Taxes taxes imposed upon SellersSeller.

Tax and Other Returns and Reports. All federal, state, --------------------------------- local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Seller (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including including, without limitation limitation, all income tax, unemployment compensation, social security, payroll, sales and use, excise, excise privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Seller for Taxes for the periods, property or events covered thereby. All Taxes, including including, without limitation limitation, those which are called for by the Tax Returns, Returns or which are heretofore or hereafter claimed to be due by any taxing authority from SellersSeller, have been properly accrued or paid. Except as listed in Exhibit B attached to this Agreement, Sellers have Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not no pending tax Tax examinations of or tax Tax claims asserted against Sellers Seller or any of their its assets or properties. Sellers have Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax Tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersSeller. Sellers have To Seller's and each of the Managing Member's knowledge, there is no knowledge of any basis for any additional assessment of any Taxes. Sellers have Seller has made all deposits required by law to be made with respect to employees’ ' withholding and other employment taxesTaxes including, including without limitation limitation, the portion of such deposits relating to Taxes imposed upon SellersSeller.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers North Star (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers North Star for Taxes for the periods, property or events covered thereby. All Taxes, including those without limitation those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellersNorth Star, have been properly accrued or paid. Except The accruals for Taxes contained in the North Star Interim Balance Sheet are adequate to cover the tax liabilities of North Star with respect to the Business as listed in Exhibit B attached of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to this Agreement, Sellers have that date to make any of such accruals inadequate. North Star has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Sellers North Star or any of their its assets or properties. Sellers have North Star has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets North Star Assets or properties of Sellersthe Casino Business. Sellers have North Star has no knowledge of any basis for any additional assessment of any Taxes. Sellers have North Star has made all deposits required by law to be made with respect to employees’ ' withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersNorth Star.

Tax and Other Returns and Reports. Except as set forth on SCHEDULE 3.1.10, All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers Seller (the “"Tax Returns”") with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state of municipal or municipal political subdivision thereof or any foreign country or political subdivision thereof) (the “"Taxes”") have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers Seller for Taxes for the periods, property or events covered thereby. All Except as set forth on SCHEDULE 3.1.10, all Taxes, including those without limitation those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellersSeller, have been properly accrued or paid. Except as listed set forth on SCHEDULE 3.1.10, the accruals for Taxes contained in Exhibit B attached the Interim Balance Sheet are adequate to this Agreementcover the tax liabilities of Seller with respect to the Business as of that date and include adequate provision for all deferred taxes, Sellers have and, to the Knowledge of Seller, nothing has occurred subsequent to that date to make any of such accruals inadequate. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and and, to the Knowledge of Seller, there are not pending tax examinations of or tax claims asserted against Sellers Seller or any of their its assets or properties. Sellers have Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of SellersSeller. Sellers have Seller has no knowledge of any basis for any additional assessment of any Taxes. Sellers have Seller has made all deposits required by law to be made with respect to employees’ ' withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon SellersSeller.

Tax and Other Returns and Reports. All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers (the “Tax Returns”) with respect to any federal, state state, local or local foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including including, without limitation limitation, all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school school, fuel and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the “Taxes”) have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of Sellers for Taxes for the periods, property or events covered thereby. All Taxes, including without limitation those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from Sellers, have been properly accrued or paid. Except as listed in Exhibit B attached to this Agreement, Sellers have not received any notice of assessment or proposed assessment in connection with any Tax Returns and and, to the knowledge of Sellers, there are not no pending tax examinations or audits of or tax claims asserted against Sellers or any of their assets or properties. Sellers have not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. Except as listed in Exhibit B attached to this Agreement, there There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Sellers. Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to Taxes taxes imposed upon Sellers.