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

Tax and Other Returns and Reports. The Business has filed --------------------------------- or caused or will be caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to have been filed by the Internal Revenue Code of 1986, as amended, or by applicable Laws, except for those with respect to which the failure to file would not have a material adverse effect on the Business after the Closing Date. All such filed Tax Returns are or will be complete and accurate in all material respects, except where the failure to be so will not have a material adverse effect on the Business after the Closing Date. Except as set forth on Schedule 4.8, (i) all Taxes shown to be due on such Tax Returns ------------ have been or will be timely paid in full, and no tax liens have been filed, (ii) there is no audit examination, asserted deficiency or refund litigation or dispute with a taxing authority with respect to any Taxes of the Business that might reasonably be expected to result in a determination the effect of which would have a material adverse effect on the Business or each of their operations after the Closing Date, (iii) all Taxes of the Business due with respect to completed and settled examinations or concluded litigation have been paid or adequately reserved for, except where to do so will not have a material adverse effect on the Business after the Closing Date, (iv) the Business has not executed a presently effective waiver or extension of any statute of limitations on the assessment or collection of any Tax due, except where having done so will not have a material adverse effect on the Business after the Closing Date, and (v) the Business has collected and withheld all material Taxes which they have been required to collect or withhold and have timely submitted all such collected and submitted amounts to the appropriate authorities, except where the failure to have done so will not have a material adverse effect on the Business after the Closing Date. As used herein:

Tax and Other Returns and Reports. The Business has filed (a) Except as set --------------------------------- or caused or will be caused to be filed forth in a timely manner Schedule 4.10: (within any applicable extension periods1) all federal Tax Returns required to be filed by Seller have been filed on a timely basis with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed and all Taxes shown as due thereon have been timely paid; (2) all Taxes due from Seller (A) have been fully and timely paid or (B) adequately provided for on the Financial Statements and are being contested in good faith by appropriate proceedings and are not material, individually or in the aggregate, to Seller; (3) Seller will pay in full all Taxes which are due and payable in respect of any taxable period ending on or prior to the date of the Closing whether or not shown on any Tax Return; (4) no claim has been made by an authority in a jurisdiction where Seller does not file Tax Returns that may be subject to taxation by that jurisdiction; (5) Seller has withheld all Taxes required to have been withheld under all applicable statutes and regulations in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party and such withholdings have either been paid to the appropriate governmental agencies as and when due in accordance with Law or set aside in accounts for such purpose; and (6) no waivers of statutes of limitation have been given by or requested of Seller in connection with its Tax Returns or with respect to any Taxes payable by it. Schedule 4.10 lists all Tax Returns of, or covering, Seller which have been examined or which are currently under examination by the Internal Revenue Code of 1986, as amendedService or by other appropriate taxing authorities, or by applicable Laws, except for those with respect to which the failure applicable statute of limitations (including all extensions and tolling periods) has not yet run and, except as and to file would not have a material adverse effect the extent shown on such Schedule or provided for on the Business after the Closing DateFinancial Statements, all deficiencies asserted or assessments made as a result of such examinations have been fully paid, and there are no other unpaid deficiencies asserted or assessments made by any taxing authority against, Seller. All such filed Seller has delivered to Purchasers correct and complete copies of all Tax Returns are of Seller or will be complete and accurate in its respective operations or assets filed since June 30, 1994, all material respects, except where the failure examination reports relating to be so will not have a material adverse effect on the Business after the Closing Date. Except as set forth on Schedule 4.8, (i) all Taxes shown to be due on such Tax Returns ------------ have been or will be timely paid in fullfiled by Seller, and no tax liens have been filed, (ii) there is no audit examination, asserted deficiency statements of deficiencies assessed against or refund litigation or dispute with a taxing authority with agreed to by Seller in respect to of any Taxes of the Business that might reasonably be expected to result in a determination the effect of which would have a material adverse effect on the Business or each of their operations after the Closing Date, (iii) all Taxes of the Business due with respect to completed and settled examinations or concluded litigation have been paid or adequately reserved for, except where to do so will not have a material adverse effect on the Business after the Closing Date, (iv) the Business has not executed a presently effective waiver or extension of any statute of limitations on the assessment or collection of any Tax due, except where having done so will not have a material adverse effect on the Business after the Closing Date, and (v) the Business has collected and withheld all material Taxes which they have been required to collect or withhold and have timely submitted all such collected and submitted amounts to the appropriate authorities, except where the failure to have done so will not have a material adverse effect on the Business after the Closing Date. As used herein:Seller.

Tax and Other Returns and Reports. The Business Each of the Company and ARA has timely filed --------------------------------- or caused or will be caused to be file (or, where permitted or required, its respective direct or indirect parents have timely filed in a timely manner (within any applicable extension periodsor will file) all material Tax Returns required to be filed and have been filed by paid (or will pay) all Taxes shown thereon as owing for all taxable periods ending on or before the Internal Revenue Code Closing Date (a "Pre-Closing Period"). As of 1986, as amended, or by applicable Laws, except for those with respect to which the failure to file would not have a material adverse effect on the Business after the Closing Date, each of the Company and ARA shall have made payments of estimated taxes as required by Law (taking into account the tax effects of the transactions contemplated hereby) for (i) the pre-closing portion of the Straddle Period (as defined in and determined under Section 4.8(a)), and (ii) taxable periods ending on or prior to the Closing Date but for which a Tax Return is not yet due. Adequate accruals and reserves have been provided in the books and records of the Company and ARA, and, to the extent required by GAAP in the Audited Financial Statements referred to in Section 3.2(c) above or delivered or to be delivered to Buyer, for all Taxes whether or not due and payable and whether or not disputed. Neither the Company nor ARA has elected to be treated as a consenting corporation under Section 341(f) of the Code. Section 3.2G of the Disclosure Schedule lists the date or dates through which the IRS and any other Governmental Entity have examined the United States federal income Tax Returns and any other Tax Returns of the Company and ARA. All such filed required Tax Returns Returns, including amendments to date, have been prepared in good faith and are or will be complete and accurate in all material respects, except where the failure to be so will not have a material adverse effect on the Business after the Closing Date. Except as set forth on Schedule 4.8Section 3.2H of the Disclosure Schedule, there are no deficiencies for Taxes claimed or proposed by any Governmental Entities that have not yet been fully paid or settled. Except as set forth on Section 3.2H of the Disclosure Schedule, there are no pending audits relating to Taxes of the Company or ARA or, to the best of the Company's knowledge, threatened material audits or investigations relating to Taxes of the Company or ARA. Neither the Company nor ARA has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Neither the Company nor ARA is a party to any Tax allocation or sharing agreement. Neither the Company nor ARA has been a member of an Affiliated Group filing a consolidated federal or a combined or unitary State or Local Tax Return (other than a group the common parent of which was the Company or Certified Holding Corporation, a Delaware corporation). There are no liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Company or ARA. None of the assets of the Company or ARA (i) all Taxes shown to be due directly or indirectly secures any debt the interest on such Tax Returns ------------ have been or will be timely paid in full, and no which is tax liens have been filedexempt, (ii) there is no audit examinationproperty that is required to be treated as being owned by any other person under the applicable tax law, asserted deficiency or refund litigation or dispute with a taxing authority with respect to any Taxes of the Business that might reasonably be expected to result in a determination the effect of which would have a material adverse effect on the Business or each of their operations after the Closing Date, (iii) all Taxes is "tax-exempt use property" for federal income tax purposes. Neither the Company nor ARA has agreed to make or is required to make any adjustment under Section 481(a) of the Business due Code by reason of a change in accounting method or otherwise. Neither the Company nor ARA is obligated to make, as a result of an event connected with respect to completed and settled examinations or concluded litigation have been paid or adequately reserved forthe transaction contemplated by this Agreement, except where to do so will not have a material adverse effect on any "excess parachute payment" as defined in Section 280G of the Business after the Closing Date, (iv) the Business has not executed a presently effective waiver or extension of any statute of limitations on the assessment or collection of any Tax due, except where having done so will not have a material adverse effect on the Business after the Closing Date, and (v) the Business has collected and withheld all material Taxes which they have been required to collect or withhold and have timely submitted all such collected and submitted amounts to the appropriate authorities, except where the failure to have done so will not have a material adverse effect on the Business after the Closing Date. As used herein:Code.

Tax and Other Returns and Reports. The Business Each Seller has timely filed --------------------------------- (taking into account available extensions), or caused or will be caused there has been timely filed on its behalf, with the appropriate governmental entities, all Tax Returns and Income Tax Returns required to be filed in a timely manner connection with the Credit Card Assets and the Credit Card Business (within except to the extent that any applicable extension periods) all Tax Returns required to have been filed by the Internal Revenue Code of 1986, as amended, or by applicable Laws, except for those with respect to which the failure to file such returns would not have a material adverse effect on the Business after the Closing Date. All Sellers Material Adverse Effect), and all such filed Tax Returns and Income Tax Returns are or will be complete true and accurate correct in all material respects, except where the failure to be so will not have a material adverse effect on the Business after the Closing Date. Except as set forth on Schedule 4.8, (i) Each Seller has paid all Taxes and Income Taxes shown as due thereon (other than amounts that are being contested through appropriate procedures). To the Sellers' knowledge, no notice of the institution of any audit or investigation has been received relating to be due on such any Taxes or Income Taxes or Tax Returns ------------ have been or will be timely paid in fullIncome Tax Returns, and no tax liens have issue has been filed, (ii) there is no raised relating to the Tax or Income Tax treatment of the Credit Card Business in any audit examination, asserted deficiency or refund litigation or dispute with a taxing authority report issued with respect to any Taxes of a taxable year that is still open under the Business that might reasonably be expected to result in a determination the effect of which would have a material adverse effect on the Business or each of their operations after the Closing Date, (iii) all Taxes of the Business due with respect to completed and settled examinations or concluded litigation have been paid or adequately reserved for, except where to do so will not have a material adverse effect on the Business after the Closing Date, (iv) the Business has not executed a presently effective waiver or extension of any applicable statute of limitations on assessment. To the assessment Sellers' knowledge, no claim has been made with respect to the Credit Card Business by a taxing authority in a jurisdiction where a Seller does not file Tax or collection Income Tax Returns with respect to the Credit Card Assets or the Credit Card Business to the effect that such Seller is or may be subject to taxation by that jurisdiction. No Assumed Liability is a contract, plan or arrangement involving any Seller covering any Person that, individually or collectively, could give rise to the payment of any Tax due, except where having done so will amount that would not have be deductible by the Buyers or such Seller by reason of Section 280G or Section 162(m) of the Code. No Seller is a material adverse effect on foreign Person within the Business after meaning of Section 1445 of the Closing DateCode, and (veach Seller is a "United States Person" within the meaning of Section 7701(a)(30) of the Business has collected and withheld all material Taxes which they have been required to collect or withhold and have timely submitted all such collected and submitted amounts to the appropriate authorities, except where the failure to have done so will not have a material adverse effect on the Business after the Closing Date. As used herein:Code.

Tax and Other Returns and Reports. The Business has Company and each of its Subsidiaries have timely filed --------------------------------- or caused or will be caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to have been be filed by them and have paid or made adequate provision for all Taxes due from them by any Governmental Entity. Neither the Internal Revenue Code Company nor any of 1986, its Subsidiaries has elected to be treated as amended, or by applicable Laws, except for those with respect to which a consenting corporation under Section 341(f) of the failure to file would not have a material adverse effect on the Business after the Closing DateCode. All such filed Tax Returns Returns, including amendments to date, are or will be complete and accurate in all material respects, except where respects and have been filed in the failure to be so will not have a material adverse effect on the Business after the Closing Datemanner required by applicable law. Except as set forth on in Schedule 4.84.15, (i) no Governmental Entity during the past three years has examined or is in the process of examining or has notified the Company or any of its Subsidiaries in writing of an intention to examine any Tax Returns of the Company or any of its Subsidiaries; (ii) no Governmental Entity has proposed against the Company or any of its Subsidiaries any deficiency, assessment, or claim for Taxes; (iii) the statute of limitations for all Taxes shown to be due on federal, Massachusetts state, California state, New Jersey state, and Ohio state income Tax Returns have expired or all such Tax Returns ------------ have been or will be timely paid in full, and no tax liens have been filed, examined by the appropriate Governmental Entity for all taxable periods; (iiiv) there is are no audit examination, asserted deficiency liens for Taxes upon any assets of the Company or refund litigation any of its Subsidiaries other than statutory liens for Taxes not yet delinquent; (v) no power of attorney has been executed by the Company or dispute with a taxing authority any of its Subsidiaries with respect to any matter relating to Taxes that is currently in force; (vi) neither the Company nor any of its Subsidiaries is party to any agreement, contract, or other arrangement that would result, separately or in the aggregate, in the requirement to make any excess parachute payment within the meaning of Section 280G of the Business that might reasonably be expected Code; (vii) neither the Company nor any of its Subsidiaries is a party to result in a determination the effect of which would have a material adverse effect on the Business any Tax sharing agreement or each of their operations after the Closing Date, arrangement; and (iiiviii) all Taxes of that the Business due with respect Company and its Subsidiaries are re quired by law to completed withhold or collect for payment have been duly withheld and settled examinations or concluded litigation collected and have been paid or adequately accrued, reserved foragainst, except where to do so will not have a material adverse effect and entered on the Business after books of the Closing Date, (iv) the Business has not executed a presently effective waiver or extension of any statute of limitations on the assessment or collection of any Tax due, except where having done so will not have a material adverse effect on the Business after the Closing Date, Company and (v) the Business has collected and withheld all material Taxes which they have been required to collect or withhold and have timely submitted all such collected and submitted amounts to the appropriate authorities, except where the failure to have done so will not have a material adverse effect on the Business after the Closing Date. As used herein:its Subsidiaries.