Common use of Tax Liabilities Clause in Contracts

Tax Liabilities. JKI has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI nor has JKI received notice of any such deficiency, delinquency or default. JKI has no reason to believe that JKI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI as of December 31, 1998, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 1998, together with supplemental information on JKI, each prepared and attested to by the chief financial officer of JKI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx xxxll have sole responsibility for filing all required tax returns for JKI. OSI shall assist Pollxxx xx preparing income tax returns and shall cooperate with Pollxxx xx the extent necessary therefor, and Pollxxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI FAI has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI FAI has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI FAI with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI FAI nor has JKI FAI received notice of any such deficiency, delinquency or default. JKI FAI has no reason to believe that JKI FAI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI FAI as of December 31, 1998, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 1998, together with supplemental information on JKIFAI, each prepared and attested to by the chief financial officer of JKI FAI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI FAI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx Flanxxxx xxxll have sole responsibility for filing all required tax returns for JKIFAI. OSI shall assist Pollxxx Flanxxxx xx preparing income tax returns and shall cooperate with Pollxxx Flanxxxx xx the extent necessary therefor, and Pollxxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.Flanxxxx

Tax Liabilities. JKI has BGL and each Subsidiary have timely filed or caused to be filed all federal, state, county, county and local and foreign tax returns and reports required to be filed by them by the date hereofClosing Date, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI has . All such tax returns and reports were true and correct in all material respects. BGL and the Subsidiaries have either paid or caused to be paid in full all taxes that have become due as reflected on any tax return or report required to be filed by them by the Closing Date and any interest and penalties with respect thereto or thereto. The Subsidiaries have fully accrued on their books or have Recent Balance Sheets and established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligationsobligations required to be paid over or withheld. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI BGL or any Subsidiary with respect to any tax. No To the knowledge of the BG Principals, no unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI BGL or any Subsidiary nor has JKI BGL or any Subsidiary received written notice of any such deficiency, delinquency or default. JKI has The BG Principals have no reason to believe that JKI any Subsidiary has or may have any tax liabilities other than those of the Subsidiaries reflected on the unaudited balance sheet of JKI as of December 31, 1998Recent Balance Sheets, with any notes thereto, and the related unaudited statements of income for the twelve eight (8) months ended December August 31, 19982001, together with supplemental information on JKI, each prepared and attested to by the chief financial officer of JKI (the "Balance Sheets") and those of the Subsidiaries arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI has relied on the accuracy and completeness of the Schedule K-1 provided by the PartnershipRecent Balance Sheets. Pollxxx xxxll BGL shall have sole responsibility for filing or causing to be filed all required tax returns for JKIall Subsidiaries for all periods up to and including the Closing Date. OSI Outback shall assist Pollxxx xx BGL in preparing income tax returns for the Subsidiaries and shall cooperate with Pollxxx xx BGL to the extent necessary therefor, and Pollxxx xxxll BGL shall provide OSI Outback with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI (a) Each of the Company and its Subsidiaries has timely filed all federal, state, county, local and foreign tax returns and reports Tax Returns it was required to be filed by them by the date hereofhave filed, including those each such Tax Return has been prepared in compliance in all material respects with applicable Law, and all such Tax Returns are true, correct and complete in all material respects. The Company has made available to Parent true, correct and complete copies of all Tax Returns with respect to incomeincome Taxes filed by or with respect to it or its Subsidiaries with respect to Tax periods ended on or after December 31, payroll2005 (the “Delivered Tax Returns”), propertyand has made available to Parent all examination reports, withholding, social security, unemployment, franchise, excise and sales taxes; JKI has either statements of deficiencies proposed or assessed against or agreed to by the Company and its Subsidiaries. The Company and its Subsidiaries have timely paid in full all taxes Taxes that have become due as reflected on and payable by the Company or its Subsidiaries, other than any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established Taxes for which adequate reserves in accordance with GAAP are reflected in the Company Financial Statements or, in the cases of Taxes accruing after the date of the Interim Balance Sheet, will be reflected in the Preliminary Closing Balance Sheet. The Company and its Subsidiaries have timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid to any employee or other Person. The charges, accruals and reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI current Taxes with respect to the Company or its Subsidiaries reflected in the Company Financial Statements are adequate to cover all Tax liabilities payable or anticipated to be payable in respect of all periods or portions thereof ending on or before the date of the Interim Balance Sheet and any tax. No unsatisfied deficiency, delinquency Taxes of the Company or default for any tax, assessment its Subsidiaries arising after such date and at or governmental charge has before the Effective Time have been claimed, proposed or assessed against JKI nor has JKI received notice of any such deficiency, delinquency or default. JKI has no reason to believe that JKI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI as of December 31, 1998, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 1998, together with supplemental information on JKI, each prepared and attested to by the chief financial officer of JKI (the "Balance Sheets") and those arising will be incurred in the ordinary course of the business since the date thereof. With regard to the foregoing, JKI has relied on the accuracy and completeness of the Schedule K-1 provided Company and its Subsidiaries or as a result of transactions contemplated by the Partnership. Pollxxx xxxll have sole responsibility for filing all required tax returns for JKI. OSI shall assist Pollxxx xx preparing income tax returns and shall cooperate with Pollxxx xx the extent necessary therefor, and Pollxxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filingthis Agreement.

Tax Liabilities. JKI Each of NSC and the Partnership has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI each of NSC and the Partnership has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI NSC or the Partnership with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI NSC or the Partnership nor has JKI have NSC or the Partnership received notice of any such deficiency, delinquency or default. JKI has NSC and the Partnership have no reason to believe that JKI either NSC or the Partnership has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI NSC as of December 31April 30, 19981996, with any notes thereto, and the related unaudited statements of income for the twelve four months ended December 31April 30, 19981996, together with supplemental information on JKINSC, each prepared and attested to by the chief financial officer of JKI NSC (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx xxxll Grappo shall have sole responsibility for filing all required tax returns for JKINSC and the Partnership for all periods ending on or prior to the Effective Date. OSI shall assist Pollxxx xx Grappo in preparing income tax returns and shall cooperate with Pollxxx xx Grappo to the extent necessary therefor, and Pollxxx xxxll Grappo shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI JVP CORP has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI JVP CORP with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI JVP CORP nor has JKI JVP CORP received notice of any such deficiency, delinquency or default. JKI JVP CORP has no reason to believe that JKI JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI JVP CORP as of December 31, 19982000, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 19982000, together with supplemental information on JKIJVP CORP, each prepared and attested to by the chief financial officer of JKI JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx xxxll LITTLE shall have sole responsibility for filing all required tax returns for JKI. JVP CORP OSI shall assist Pollxxx xx LITTLE in preparing income tax returns and shall cooperate with Pollxxx xx LITTLE to the extent necessary therefor, and Pollxxx xxxll LITTLE shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI JVP CORP has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI JVP CORP with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI JVP CORP nor has JKI JVP CORP received notice of any such deficiency, delinquency or default. JKI JVP CORP has no reason to believe that JKI JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI JVP CORP as of December 31, 19982001, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 19982001, together with supplemental information on JKIJVP CORP, each prepared and attested to by the chief financial officer of JKI JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx xxxll OVERHOLT shall have sole responsibility for filing all required tax returns for JKIrxxxxxx xor JVP CORP. OSI shall assist Pollxxx xx OVERHOLT in preparing income tax returns and shall cooperate with Pollxxx OVEXXXXX xx the extent necessary therefor, and Pollxxx xxxll OVERHOLT shall provide OSI with XXX xxxh copies of all such returns at least fifteen fxxxxxx (15) days prior to filing.

Tax Liabilities. JKI NAI has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI NAI has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI NAI with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI NAI nor has JKI NAI received notice of any such deficiency, delinquency or default. JKI NAI has no reason to believe that JKI NAI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI NAI as of December August 31, 19981997, with any notes thereto, and the related unaudited statements of income for the twelve eight months ended December August 31, 19981997, together with supplemental information on JKINAI, each prepared and attested to by the chief financial officer of JKI NAI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI NAI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx Novexxx xxxll have sole responsibility for filing all required tax returns for JKINAI for all periods ending on or prior to the Effective Date. OSI shall assist Pollxxx Novexxx xx preparing income tax returns and shall cooperate with Pollxxx Novexxx xx the extent necessary therefor, and Pollxxx Novexxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI (a) Except as set forth on Schedule 4.20, each of the Company and its Subsidiaries has timely filed all federal, state, county, local and foreign tax Tax (as defined herein) returns and reports (including information returns) required to be filed by them it and no extension of time in which to file any such return is in effect or has been requested as of the date of this Agreement. All such Tax returns are true, complete and accurate. Each of the Company and its Subsidiaries has paid on a timely basis all Taxes shown to be due on its Tax returns or otherwise due and payable, and has adequately provided for on its books of account and related records liability for all other current Taxes not yet due and payable. Each of the Company and its Subsidiaries has withheld all Taxes required to have been withheld from payments to employees and other persons and has properly deposited all such withheld Taxes with the appropriate Taxing Authority. Except as disclosed on Schedule 4.20, the Tax returns of the Company and each Subsidiary have never been examined or audited (except for Tax returns for Taxable periods that are closed either by virtue of limitations or the issuance of a closing statement by the date hereofappropriate Taxing Authority), including those and neither the Company nor any of the Subsidiaries is aware of any threatened or proposed audits of such returns. None of the Company or any of the Subsidiaries has received any notice of any pending proposed adjustment, deficiency or underpayment with respect to incomeTaxes, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI has either paid in full all taxes there are no claims that have become due as reflected on been asserted or threatened relating to Taxes. There are no Liens upon, or inchoate liens which can be asserted against, the Company, any return Subsidiary or report and any interest and penalties of their respective assets that arose in connection with respect thereto any failure to pay any Tax. None of the Company or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments any of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of the Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time within which to file any return has been granted to JKI with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, a Tax assessment or governmental charge deficiency. Each of the Company and its Subsidiaries has been claimed, proposed delivered or assessed against JKI nor has JKI received notice of any such deficiency, delinquency or default. JKI has no reason to believe that JKI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI as of December 31, 1998, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 1998, together with supplemental information on JKI, each prepared and attested to by the chief financial officer of JKI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard made available to the foregoing, JKI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx xxxll have sole responsibility for filing all required tax returns for JKI. OSI shall assist Pollxxx xx preparing income tax returns and shall cooperate with Pollxxx xx the extent necessary therefor, and Pollxxx xxxll provide OSI with MEDIQ Parties copies of all foreign, federal and state income Tax returns filed for the last two taxable years (including all amended income Tax returns). The accruals for Taxes contained in the Balance Sheet are adequate to cover all liabilities of the Company and the Subsidiaries for Taxes for all periods ending on or before the Balance Sheet Date and nothing has occurred subsequent to the date to make any of such returns at least fifteen (15) days prior to filingaccruals inadequate.

Tax Liabilities. JKI JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI JVP CORP has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI JVP CORP with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI JVP CORP nor has JKI JVP CORP received notice of any such deficiency, delinquency or default. JKI JVP CORP has no reason to believe that JKI JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI JVP CORP as of December 31, 19982000, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 19982000, together with supplemental information on JKIJVP CORP, each prepared and attested to by the chief financial officer of JKI JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx xxxll GRAPPO shall have sole responsibility for filing all required tax returns for JKIJVP CORP. OSI shall assist Pollxxx xx GRAPPO in preparing income tax returns and shall cooperate with Pollxxx xx GRAPPO to the extent necessary therefor, and Pollxxx xxxll GRAPPO shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI JVP CORP has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI JVP CORP with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI JVP CORP nor has JKI JVP CORP received notice of any such deficiency, delinquency or default. JKI JVP CORP has no reason to believe that JKI JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI JVP CORP as of December 31, 19982001, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 19982001, together with supplemental information on JKIJVP CORP, each prepared and attested to by the chief financial officer of JKI JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx xxxll SUMISLAWSKI shall have sole responsibility for filing all required tax returns for JKIJVP CORP. OSI shall assist Pollxxx xx SUMISLAWSKI in preparing income tax returns and shall cooperate with Pollxxx xx SUMISLAWSKI to the extent necessary therefor, and Pollxxx xxxll SUMISLAWSKI shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI Songlines has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI Songlines has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI Songlines with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI Songlines nor has JKI Songlines received notice of any such deficiency, delinquency or default. JKI Songlines has no reason to believe that JKI Songlines has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI Songlines as of December 31August 30, 19981997, with any notes thereto, and the related unaudited statements of income for the twelve eight months ended December 31August 30, 19981997, together with supplemental information on JKISonglines, each prepared and attested to by the chief financial officer of JKI Songlines (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI Songlines has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx Ericxxxx xxxll have sole responsibility for filing all required tax returns for JKISonglines for all periods ending on or prior to the Effective Date. OSI shall assist Pollxxx Ericxxxx xx preparing income tax returns and shall cooperate with Pollxxx Ericxxxx xx the extent necessary therefor, and Pollxxx Ericxxxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI ARG has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI ARG has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI ARG with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI ARG nor has JKI ARG received notice of any such deficiency, delinquency or default. JKI ARG has no reason to believe that JKI ARG has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI ARG as of December 311, 19981997, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 311, 19981997, together with supplemental information on JKIARG, each prepared and attested to by the chief financial officer of JKI ARG (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI ARG has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx Aarox xxxll have sole responsibility for filing all required tax returns for JKIARG. OSI shall assist Pollxxx Aarox xx preparing income tax returns and shall cooperate with Pollxxx Aarox xx the extent necessary therefor, and Pollxxx Aarox xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JKI JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JKI JVP CORP has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to JKI JVP CORP with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JKI JVP CORP nor has JKI JVP CORP received notice of any such deficiency, delinquency or default. JKI JVP CORP has no reason to believe that JKI JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JKI JVP CORP as of December 31, 19982000, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 19982000, together with supplemental information on JKIJVP CORP, each prepared and attested to by the chief financial officer of JKI JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JKI JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Pollxxx xxxll KADOW shall have sole responsibility for filing all required tax returns for JKIretuxxx xor JVP CORP. OSI shall assist Pollxxx xx KADOW in preparing income tax returns and shall cooperate with Pollxxx KADOW xx the xxe extent necessary therefor, and Pollxxx xxxll KADOW shall provide OSI with copies wxxx xopies of all such returns at least fifteen fiftxxx (15) days prior to filing.