Common use of Tax Law Compliance Clause in Contracts

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Subject to any permitted extensions, the Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1 (i) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries Material Subsidiaries have filed all necessary material federal, provincial, territorial, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all material taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k) 1 above in respect of all federal, provincial, territorial, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns (or have properly requested extensions thereof) and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(i) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns (or have properly requested extensions thereof) and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k2(m) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns required to be filed by any of them or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k2(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns (or have properly requested extensions thereof) and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k6(l) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file any taxes, assessments, fines or pay penalties as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 1(i)(k1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns (or have properly requested extensions thereof) and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(l) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have has filed all necessary federal, state and foreign income income, property and franchise tax returns and have has paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, it except for such as may be being contested in good faith and by appropriate proceedings or where the failure to file or pay as do so would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k6 (i) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have has filed all necessary federal, state and foreign income income, property and franchise tax returns and have has paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, it except for such as may be being contested in good faith and by appropriate proceedings or where the failure to file or pay as do so would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k2(o) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries Subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such where the failure to file or pay as would not, do so have not individually or in the aggregate, aggregate result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(k) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns (or have requested extensions thereof) and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1 (i) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or filed for extensions as legally permitted and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay in each case as would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(A)(h) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure taxes that are being contested in good faith and as to file or pay which adequate reserves have been provided as would not, individually or set forth in the aggregate, result in a Material Adverse Changefollowing sentence. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(o) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of themthem except as may be being contested in good faith and by appropriate proceedings, except for such failure to file or pay other than those as would not, individually or in the aggregate, not result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k6(k) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined, other than those as would not result in a Material Adverse Change.

Tax Law Compliance. The Company Each of Group and its subsidiaries have has filed all necessary federal, state and foreign income and franchise tax returns required to have been filed and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay except, in each case, as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company Each of Group and its subsidiaries has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company Group or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns required to be filed by them or have properly requested extensions thereof and have paid all material taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k2(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(l) above in respect of all federal, state and foreign income income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state state, local and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or are being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate procedures. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(A)(i) above in respect of all federal, state state, local and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(A)(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Except as disclosed in the Time of Sale Prospectus, the Company and its subsidiaries have timely filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all material taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(A)(k) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries the Subsidiaries have (i) filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have (ii) paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or is being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable consolidated financial statements referred to in Section 1(i)(k1(A)(l) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries the Subsidiaries has not been finally determined. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company or any of the Subsidiaries and that reasonably could be expected to result in a Material Adverse Change.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them (other than with respect to any tax returns which the Company is contesting in good faith and which are not material to the Company) and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(k) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such insofar as the failure to file or pay as such returns would not, individually or in the aggregate, result in not have a Material Adverse Change. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(i)(k1(k) above hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined, except to the extent of any inadequacy that would not have a Material Adverse Change on the Company and its consolidated subsidiaries, taken as a whole.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns required to be filed by any of them or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(k) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves pursuant to the Financial Accounting Standards Board Interpretation No. 48 in the applicable financial statements referred to in Section 1(i)(k1(e) above hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them them, and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file any tax, assessment, fine or pay as would not, individually or penalty that is being contested in the aggregate, result in a Material Adverse Changegood faith. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(A)(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or may be being contested in good faith and by appropriate proceedings. Each of the aggregate, result in a Material Adverse Change. The Company and Telebanc has made adequate charges, accruals and reserves in the applicable financial statements referred to included or incorporated by reference in Section 1(i)(k) above the Final Circular in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company or Telebanc that could result in a Material Adverse Change.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns required to be filed by any of them or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(A)(j) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns required to be filed by any of them or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(j) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries and the Partnerships have filed all necessary federal, state state, local and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would notsuch, individually or of any, that are being contested in the aggregate, result in a Material Adverse Changegood faith. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k2(m) above in respect of all federal, state state, local and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries or any of the Partnerships has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all material taxes required to be paid by any of them and, if due and payable, any material related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(i)(kSections 3(f) above and 3(r) hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns required to be filed by any of them or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(l) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary material federal, state and foreign income and franchise tax returns required to have been filed and have paid all taxes required to be paid by any of them shown on such returns as due and payable and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or in the aggregate, result in a Material Adverse Change. The Company has and each Guarantor have made adequate charges, accruals and reserves in accordance with generally accepted accounting principles applied in the United States in the applicable financial statements referred to in Section 1(i)(k1(l) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determineddetermined except when such failure would not reasonably be expected to result in a Material Adverse Change.

Tax Law Compliance. The Except as would not have a material adverse effect, individually or in the aggregate, (i) the Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or in them and (ii) the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(i)(k1(h) above hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Except as otherwise disclosed in the Offering Memorandum, Holdings and the Company and its subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns and have each paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such where failure to file or pay as do so would not, individually or in the aggregate, not result in a Material Adverse Change. The Holdings and the Company has have each made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k) 1 above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of Holdings or the Company or any of its consolidated subsidiaries has not been finally determined, except where failure to do so would result in a Material Adverse Change.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all material taxes required to be paid by any of them and, if due and payable, any material related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(i)(kSections 3(f) above and 3(t) hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns required by the law of the jurisdictions in which the Company and its Subsidiaries are incorporated, managed or engage in business, or have properly requested extensions thereof, and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries Subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file any taxes, assessments, fines or pay as would not, individually or penalties being contested in the aggregate, result good faith for which reserves in a Material Adverse Changeaccordance with generally accepted accounting principles have been provided. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure failures to file or pay as would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such insofar as the failure to file or pay as such returns would not, individually or in the aggregate, result in not have a Material Adverse Change. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(i)(k1(l) above hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined, except to the extent of any inadequacy that would not have a Material Adverse Change on the Company and its consolidated subsidiaries, taken as a whole.

Tax Law Compliance. The Company and its consolidated subsidiaries (including the Guarantors) have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of themthem (except taxes, except for such failure to file assessments, fines or pay as would not, individually or penalties the validity of which the Company is contesting in the aggregate, result in a Material Adverse Changegood faith). The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in this Section 1(i)(k) 1 above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries (including the Guarantors) has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such in instances where failure to file so act would not materially and adversely affect the business, operations or pay as would not, individually or in properties of the aggregate, result in a Material Adverse ChangeCompany and its subsidiaries. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1 (A) (i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except as may be being contested in good faith and by appropriate proceedings and for such failure to file or pay as would not, individually or which appropriate reserves in accordance with generally accepted accounting principles in the aggregate, result in a Material Adverse ChangeUnited States have been provided. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1 (i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would not, individually or the same may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign tax returns including, without limitation, income and franchise tax returns returns, or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state state, and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine fine, or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be being contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals accruals, and reserves in the applicable financial statements referred to in Section 1(i)(k1(A)(j) above in respect of all federal, state state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company.

Tax Law Compliance. The Company and its subsidiaries consolidated Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns in respect of material taxes or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar material assessment, fine or penalty levied against any of them, them except for such failure to file or pay as would not, individually or may be contested in the aggregate, result in a Material Adverse Changegood faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k1(l) above hereof in respect of all material federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries Subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries and the Partnerships have filed all necessary federal, state state, local and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such failure to file or pay as would notsuch, individually or of any, that are being contested in the aggregate, result in a Material Adverse Changegood faith. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i)(k2(k) above in respect of all federal, state state, local and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries or any of the Partnerships has not been finally determined.