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

Tax and Other Returns and Reports. Chiron represents and warrants to the Purchaser that, except as set forth in Schedule 6.2.2, the Company and each Subsidiary have timely filed or will file (or, where permitted or required, its respective direct or indirect parents have timely filed or will file) all required Tax Returns and have paid all Taxes due for all periods ending on or before the Closing Date. Except as disclosed in Schedule 6.2.2, adequate provision has been made in the books and records of the Company and each Subsidiary, and in the Financial Statements referred to in Section 2.7 above or in any other financial statements delivered or to be delivered to the Purchaser, for all Taxes whether or not due and payable and whether or not disputed. Neither the Company nor any Subsidiary has elected to be treated as a consenting corporation under Section 341(f) of the Code. Schedule 6.2.2 lists the date or dates through which the IRS and any other governmental entity or body have examined the United States federal income tax returns and any other Tax Returns of the Company and its Subsidiaries. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate in all material respects. Except as set forth in the Schedule 6.2.2, no governmental entity or body has, during the past three years, examined or is in the process of examining any Tax Returns of the Company or any Subsidiary. Except as set forth on Schedule 6.2.2, no governmental entity or body has proposed (tentatively or definitively), asserted or assessed or, to the knowledge of Chiron, threatened to propose or assert, any deficiency, assessment or claim for Taxes and there would be no basis for any such deficiency assessment or claim. Chiron has provided to the Purchaser all Tax Returns filed for the Company on a separate basis (and related work papers, audit papers or other relevant documents for Tax Returns) and excerpts from consolidated and combined returns relating to tax items of the Company, included therein for the prior three years and for all prior periods that are still open under the statute of limitations which have been requested by the Purchaser or its duly authorized representatives.

Tax and Other Returns and Reports. Chiron represents and warrants to the Purchaser that, except Except as set forth in Schedule 6.2.22.4, the Company and each Subsidiary have RLI has timely filed or will file (or, where permitted or required, its respective direct or indirect parents have timely filed or will file) prior to Closing all required Tax Returns and has paid or will have paid by Closing all Taxes due for all periods ending on or before the Closing Date. Except as disclosed in Schedule 6.2.2, adequate Adequate provision has been made in the books and records of the Company and each SubsidiaryRLI, and to the extent required by GAAP, in the RLI Financial Statements referred to in Section 2.7 above or in any other financial statements delivered or to be delivered to the PurchaserStatements, for all Taxes whether or not due and payable and whether or not disputed. Neither the Company nor Except as set forth on Schedule 2.4, RLI has withheld and paid all Taxes required to be withheld and paid in connection with amounts paid or owing to any Subsidiary employee, independent contractor, customer, creditor, stockholder or other third party. RLI has not elected to be treated as a consenting corporation under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code"). Schedule 6.2.2 2.4 lists the date or dates through which the IRS Internal Revenue Service and any other governmental entity government or body any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign (a "GOVERNMENTAL ENTITY") have examined the United States federal income tax returns Tax Returns and any other Tax Returns of the Company and its SubsidiariesRLI. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate in all material respects. Except as set forth in the Schedule 6.2.22.4, no governmental entity or body Governmental Entity has, during the past three years, examined or is in the process of examining any Tax Returns of the Company or any SubsidiaryRLI. Except as set forth on Schedule 6.2.22.4, no governmental entity or body Governmental Entity has proposed (tentatively or definitively), asserted or assessed or, to the best knowledge of Chironthe Stockholders, threatened to propose or assert, any deficiency, assessment or claim for Taxes and there would be no basis for any such deficiency delinquency assessment or claim. Chiron has provided to the Purchaser all Tax Returns filed for the Company on a separate basis (and related work papers, audit papers or other relevant documents for Tax Returns) and excerpts from consolidated and combined returns relating to tax items of the Company, included therein for the prior three years and for all prior periods that are still open under the statute of limitations which have been requested by the Purchaser or its duly authorized representatives.

Tax and Other Returns and Reports. Chiron represents and warrants to the Purchaser that, except as set forth in Schedule 6.2.2, the Company and each Subsidiary have timely filed or will file (or, where permitted or required, its respective direct or indirect parents have timely filed or will file) all required material Tax Returns required by applicable law to be filed by it prior to or as of the Closing Date and have paid all Taxes due shown on such Tax Returns to be due. The accrual for Taxes in the Interim Financial Statements for the period ended April 21, 2001 is adequate to cover any and all unpaid Taxes (whether or not disputed and whether or not due) of the Company and the Subsidiaries with respect to all taxable periods (or portions thereof) ending on or before the Closing Date. Except as disclosed in Schedule 6.2.2April 21, adequate provision has been made in the books and records of the Company and each Subsidiary2001, and in the Financial Statements referred to in Section 2.7 above or in any other financial statements delivered or to be delivered to the Purchaser, for all Taxes whether or not due and payable and whether or not disputed. Neither neither the Company nor any Subsidiary has elected incurred any liability for Taxes subsequent to be treated as April 21, 2001 other than in the ordinary course of its business or in connection with transactions contemplated by this Agreement. No Audit by a consenting corporation under Section 341(f) of the CodeTaxing Authority is pending or threatened in writing with respect to any material Taxes due from Company or any Subsidiary. Schedule 6.2.2 4.4 lists the date or dates since 1995 through which the IRS Honduran national, provincial or municipal tax authorities and any other governmental entity or body Governmental Entity have examined the United States federal income tax returns and any other Honduran Tax Returns of the Company and its Subsidiaries. There are no outstanding waivers extending the statutory period of limitation relating to the payment of material Taxes due from Company or any Subsidiary for any taxable period, or any portion of any period, ending prior to the Closing Date which are outstanding as of the Closing Date. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and and, to the Knowledge of Dole Entities, are complete and accurate in all material respects. Except as set forth in the Schedule 6.2.2, no governmental entity or body No Governmental Entity has, during the past three years, examined or is in the process of examining any Tax Returns of the Company or any Subsidiary. Except as set forth on Schedule 6.2.2, no governmental entity or body No Governmental Entity has proposed (tentatively or definitively), asserted or assessed or, to the knowledge Knowledge of ChironCompany, threatened to propose or assert, any deficiency, assessment or claim for Taxes. Neither Company nor any Subsidiary is bound by or is a party to any material agreement related to Taxes other than this Stock Exchange Agreement, including any agreement with any Taxing Authority that can affect a Tax period commencing after the Closing Date. No power of attorney that is currently in force has been granted by or with respect to Company or any Subsidiary with respect to any matter relating to Taxes. Company and there would be no basis for each Subsidiary have previously delivered or made available to SAB or Bevco complete and accurate copies of each of (i) all audit reports, letter rulings, agreements relating to Taxes due from or with respect to Company or any such deficiency assessment or claim. Chiron has provided to the Purchaser all Subsidiary, (ii) Tax Returns filed for by or filed on behalf of Company and (iii) any closing agreements entered into by Company or any Subsidiary with any Taxing Authority in each case existing on the Company on a separate basis (and related work papers, audit papers or other relevant documents for Tax Returns) and excerpts from consolidated and combined returns relating to tax items of the Company, included therein for the prior three years and for all prior periods that are still open under the statute of limitations which have been requested by the Purchaser or its duly authorized representativesdate hereof.

Tax and Other Returns and Reports. Chiron represents The Company has timely filed or will file all Tax Returns and warrants information returns required to the Purchaser that, except as set forth in Schedule 6.2.2, be filed by the Company and each Subsidiary has paid or will pay prior to the Closing Date all Taxes due for all periods ended on or before December 31, 1998. The Shareholders have timely filed or will file (or, where permitted or required, its respective direct or indirect parents have timely filed or will file) all required Tax Returns and information returns required to be filed by them with respect to the Company and have paid or will pay prior to the Closing Date all Taxes due for all periods ending ended on or before the Closing DateDecember 31, 1998. Except as disclosed in Schedule 6.2.2, adequate Adequate provision has been made in the books and records of the Company and each Subsidiary, and in the Financial Statements referred to in Section 2.7 above or in any other financial statements delivered or to be delivered to the Purchaser, for all Taxes whether or not due and payable and whether or not disputed. Neither the Company nor any Subsidiary has elected to be treated as a consenting corporation under Section 341(fExhibit 5.30(a) of the Code. Schedule 6.2.2 lists the date or dates from and after January 1, 1990 through which the IRS and any other governmental entity or body have Governmental Authority has examined the United States federal income tax returns and any other Tax Returns Return of the Company and its SubsidiariesCompany. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate and in all material respects. Except as set forth in the Schedule 6.2.2Exhibit 5.30(b), no governmental entity or body Governmental Authority has, during the past three years, examined or is in the process of examining any Tax Returns of the Company or any SubsidiaryCompany. Except as set forth on Schedule 6.2.2Exhibit 5.30(c), no governmental entity or body Governmental Authority has proposed (tentatively or definitively), asserted or assessed or, to the knowledge of Chiron, or threatened to propose or assert, any deficiency, assessment assessment, lien, or other claim for Taxes and there would be no basis for any such deficiency assessment delinquency, assessment, lien or claim. Chiron has provided There are no agreements, waivers or other arrangements providing for an extension of time with respect to the Purchaser assessment of any Taxes or deficiency against the Company or with respect to any Tax Return filed or to be filed by the Company. The Company has properly and timely elected under Section 1362 of the Code, and under each analogous or similar provision of state and local law in each jurisdiction where the Company is required to file a Tax Return, to be treated as an "S" corporation for all taxable periods since November 1, 1991. With the exception of the Permitted Encumbrances, the Sellers shall promptly cause the discharge of any lien on the Acquired Assets which may arise from a Tax obligation of the Company existing prior to the Closing Date. There has not been any voluntary or involuntary termination or revocation of any such election. The copies of the Tax Returns filed for the Company on a separate basis (tax years ended December 31, 1997 and related work papers, audit papers or other relevant documents for Tax Returns) and excerpts from consolidated and combined returns relating to tax items of the Company, included therein for the prior three years and for all prior periods that are still open under the statute of limitations which have been requested 1996 provided by the Company to Purchaser or its duly authorized representativesare complete and correct.

Tax and Other Returns and Reports. Chiron represents (a) All federal, state, local and warrants foreign tax returns, reports, statements and other similar filings required to the Purchaser that, except as set forth in Schedule 6.2.2, be filed by the Company and each Subsidiary Shareholder (the "Tax Returns") with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions, (including, without limitation, all income tax, unemployment compensation, social security, payroll, 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 timely been filed or will file (or, where permitted or required, its respective direct or indirect parents have timely filed or will file) with the appropriate governmental agencies in all required jurisdictions in which such Tax Returns are required to be filed, and have paid all Taxes due for all periods ending on or before such Tax Returns properly reflect the Closing Date. Except as disclosed in Schedule 6.2.2, adequate provision has been made in the books and records liabilities of the Company and each SubsidiaryShareholder for Taxes for the periods, and 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 the Company have been properly accrued or paid. The accruals for Taxes contained in the Financial Statements referred Interim Balance Sheet are adequate to in Section 2.7 above or in any other financial statements delivered or to be delivered to cover the Purchaser, for all Taxes whether or not due and payable and whether or not disputed. Neither the Company nor any Subsidiary has elected to be treated as a consenting corporation under Section 341(f) of the Code. Schedule 6.2.2 lists the date or dates through which the IRS and any other governmental entity or body have examined the United States federal income tax returns and any other Tax Returns liabilities of the Company as of that date and its Subsidiariesinclude adequate provision for all deferred taxes, and nothing has occurred subsequent to that date to make any of such accruals inadequate. All required Tax Returns, including amendments to date, have been prepared The Company has not received any notice of assessment or proposed assessment in good faith without negligence or willful misrepresentation and are complete and accurate in all material respects. Except as set forth in the Schedule 6.2.2, no governmental entity or body has, during the past three years, examined or is in the process of examining connection with any Tax Returns and there are no pending tax examinations of or tax claims asserted against the Company or any Subsidiaryof its assets or properties. Except as set forth 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. There are no tax liens (other than any lien for current taxes not yet due and payable) on Schedule 6.2.2, any of the assets or properties of the Company. The Company has no governmental entity or body has proposed (tentatively or definitively), asserted or assessed or, to the knowledge of Chiron, threatened to propose or assert, any deficiency, assessment or claim for Taxes and there would be no basis for any additional assessment of any Taxes. The Company 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 deficiency assessment or claim. Chiron has provided to the Purchaser all Tax Returns filed for the Company on a separate basis (and related work papers, audit papers or other relevant documents for Tax Returns) and excerpts from consolidated and combined returns deposits relating to tax items of taxes imposed upon the Company, included therein for the prior three years and for all prior periods that are still open under the statute of limitations which have been requested by the Purchaser or its duly authorized representatives.