Common use of Tax Liabilities Clause in Contracts

Tax Liabilities. 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; 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 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 Songlines nor has Songlines received notice of any such deficiency, delinquency or default. Songlines has no reason to believe that Songlines has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines as of August 30, 1997, with any notes thereto, and the related unaudited statements of income for the eight months ended August 30, 1997, together with supplemental information on Songlines, each prepared and attested to by the chief financial officer of Songlines (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective Date. OSI shall assist Eric▇▇▇▇ ▇▇ preparing income tax returns and shall cooperate with Eric▇▇▇▇ ▇▇ the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. 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; Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. 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 Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. 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 Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. nor has Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. received notice of any such deficiency, delinquency or default. Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. has no reason to believe that Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. as of August 30December 31, 19971999, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 31, 19971999, together with supplemental information on SonglinesMcMA▇▇▇ ▇▇▇TAURANT GROUP, INC., each prepared and attested to by the chief financial officer of Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines McMA▇▇▇ ▇▇▇TAURANT GROUP, INC. has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇McMa▇▇▇ ▇▇▇ll have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective DateMcMA▇▇▇ ▇▇▇TAURANT GROUP, INC. OSI shall assist Eric▇McMa▇▇▇ ▇▇ preparing income tax returns and shall cooperate with Eric▇McMa▇▇▇ ▇▇ the extent necessary therefor, and Eric▇McMa▇▇▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines ARG nor has Songlines ARG received notice of any such deficiency, delinquency or default. Songlines ARG has no reason to believe that Songlines ARG has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines ARG as of August 30December 1, 1997, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 1, 1997, together with supplemental information on SonglinesARG, each prepared and attested to by the chief financial officer of Songlines ARG (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines ARG has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇Aaro▇ ▇▇▇ll have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective DateARG. OSI shall assist Eric▇▇▇Aaro▇ ▇▇ preparing income tax returns and shall cooperate with Eric▇▇▇Aaro▇ ▇▇ the extent necessary therefor, and Eric▇▇▇Aaro▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines JVP CORP nor has Songlines JVP CORP received notice of any such deficiency, delinquency or default. Songlines JVP CORP has no reason to believe that Songlines JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines JVP CORP as of August 30December 31, 19972000, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 31, 19972000, together with supplemental information on SonglinesJVP CORP, each prepared and attested to by the chief financial officer of Songlines JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll LITTLE shall have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective Date. JVP CORP OSI shall assist Eric▇▇▇▇ ▇▇ LITTLE in preparing income tax returns and shall cooperate with Eric▇▇▇▇ ▇▇ LITTLE to the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll LITTLE shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines NSC or the Partnership nor has Songlines have NSC or the Partnership received notice of any such deficiency, delinquency or default. Songlines has NSC and the Partnership have no reason to believe that Songlines either NSC or the Partnership has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines NSC as of August April 30, 19971996, with any notes thereto, and the related unaudited statements of income for the eight four months ended August April 30, 19971996, together with supplemental information on SonglinesNSC, each prepared and attested to by the chief financial officer of Songlines NSC (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll Grappo shall have sole responsibility for filing all required tax returns for Songlines NSC and the Partnership for all periods ending on or prior to the Effective Date. OSI shall assist Eric▇▇▇▇ ▇▇ Grappo in preparing income tax returns and shall cooperate with Eric▇▇▇▇ ▇▇ Grappo to the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll Grappo shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines JVP CORP nor has Songlines JVP CORP received notice of any such deficiency, delinquency or default. Songlines JVP CORP has no reason to believe that Songlines JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines JVP CORP as of August 30December 31, 19972001, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 31, 19972001, together with supplemental information on SonglinesJVP CORP, each prepared and attested to by the chief financial officer of Songlines JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll OVERHOLT shall have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective Date. OSI shall assist Ericr▇▇▇▇▇▇ ▇▇ or JVP CORP. OSI shall assist OVERHOLT in preparing income tax returns and shall cooperate with EricOVE▇▇▇▇▇ ▇▇ the extent necessary therefor, and Eric▇OVERHOLT shall provide ▇▇▇ ▇▇▇ll provide OSI with h copies of all such returns at least fifteen f▇▇▇▇▇▇ (15) days prior to filing.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines JVP CORP nor has Songlines JVP CORP received notice of any such deficiency, delinquency or default. Songlines JVP CORP has no reason to believe that Songlines JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines JVP CORP as of August 30December 31, 19972000, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 31, 19972000, together with supplemental information on SonglinesJVP CORP, each prepared and attested to by the chief financial officer of Songlines JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll GRAPPO shall have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective DateJVP CORP. OSI shall assist Eric▇▇▇▇ ▇▇ GRAPPO in preparing income tax returns and shall cooperate with Eric▇▇▇▇ ▇▇ GRAPPO to the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll GRAPPO shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines JKI nor has Songlines JKI received notice of any such deficiency, delinquency or default. Songlines JKI has no reason to believe that Songlines JKI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines JKI as of August 30December 31, 19971998, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 31, 19971998, together with supplemental information on SonglinesJKI, each prepared and attested to by the chief financial officer of Songlines JKI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines JKI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇Poll▇▇▇ ▇▇▇ll have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective DateJKI. OSI shall assist Eric▇Poll▇▇▇ ▇▇ preparing income tax returns and shall cooperate with Eric▇Poll▇▇▇ ▇▇ the extent necessary therefor, and Eric▇Poll▇▇▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines (a) No Target Entity has filed a 2012 Income Tax Return. Each Target Entity has duly filed or caused to be filed, or shall duly file or cause to be filed, in a timely manner (taking into account all federal, state, county, local and foreign tax returns and reports extensions of due dates) with the appropriate Governmental Authorities all other Tax Returns (including information returns) which are required to be filed on or before the Closing Date by them by or on behalf of such Target Entity. All such Tax Returns are correct and complete in all material respects. All Taxes due and payable prior to the date hereofhereof (or, including those as of the Closing Date, due and payable prior to the Closing Date) have been paid in full, and all Taxes will be paid in full within the time permitted under the Code or applicable laws. All Taxes that have not yet become due and payable on or at the Closing Date have been adequately reserved in the Financial Statements in accordance with GAAP. There are no liens on any of the Assets with respect to incomeTaxes, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; 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 other than liens for all taxes payable but Taxes not yet due; due and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligationspayable. No extension Target Entity has agreed, or waiver is required, to make any adjustment under Code Section 481(a) or Section 1040.02(f) of any statute the PR Code by reason of limitations a change in accounting method or time within which to file any return has been granted to Songlines with respect to any taxotherwise that will affect the liability of such Seller Party for Taxes. No unsatisfied deficiency, delinquency or default Target Entity has entered into any “reportable transaction” as defined in Treasury Regulation Section 1.6011-4(b). (b) (i) No deficiencies for any tax, assessment or governmental charge has Taxes have been claimed, proposed or assessed against Songlines nor has Songlines received notice of in writing by any such deficiency, delinquency or default. Songlines has no reason to believe that Songlines has or Governmental Authority for which a Target Entity may have any tax liabilities other than those reflected on the unaudited balance sheet liability, (ii) there are no pending or threatened audits, suits, proceedings, actions, investigations or claims for or relating to any liability in respect of Songlines as of August 30Taxes, 1997, (iii) there are no matters under discussion by a Target Entity with any notes theretoGovernmental Authorities with respect to Taxes that may result in an additional amount of Taxes for which such Target Entity may have any liability or which may attach to the Assets and (iv) no power of attorney has been executed and is currently in force with respect to any Tax matter. No Target Entity 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. (c) No Target Entity has made any payments, is obligated to make any payments or is a party to any agreement that under certain circumstances could obligate it to make any payments with respect to such Target Entity that will not be deductible under Section 280G of the Code or Section 1033.01(a) of the PR Code. Each Target Entity has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, or other third party, and all Forms W-2, 1099 and 480.6 required with respect thereto have been properly completed and timely filed. No Tax Return that was filed by or including any Target Entity contains, or was required to contain, a disclosure statement under Section 6662 of the related unaudited Code (or any predecessor provision or comparable provision of state, local or foreign law). Except as disclosed on Schedule 6.21(c), no Target Entity is or has been a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal and Puerto Rico income tax purposes. No Target Entity, except for TBT, as a Qualified Subchapter S Subsidiary of First Ten Broeck Tampa, Inc. has been a member of a domestic affiliated group or filed or been included in a combined, consolidated or unitary Tax Return, has a liability for unpaid Taxes of any Person as a former member of an affiliated group or as a transferee or successor, and no Target Entity is a party to any tax allocation or sharing agreement. (d) Schedule 6.21(d) contains a list of all jurisdictions in which any Target Entity files (or for 2012 will be required to file) a Tax Return. No claim has ever been made by a Governmental Authority in a jurisdiction where a Target Entity does not file Tax Returns that the Target Entity is or may be subject to Tax in that jurisdiction. No Target Entity has (nor have they ever had), a permanent establishment or other taxable presence in any foreign country, as determined pursuant to applicable foreign law and any applicable Tax treaty or convention between the United States and such foreign country. (e) The Seller Parties have delivered or made available to Buyer true and correct copies of all Tax Returns, examination reports and statements of income for the eight months ended August 30, 1997, together with supplemental information on Songlines, each prepared and attested deficiencies assessed against or agreed to by the chief financial officer Target Entities since their respective formation. (f) CRC and SJCH are the beneficiaries of Songlines a concession issued by the Puerto Rico Department of the Treasury pursuant to Law 168 of June 30, 1968 (the "Balance Sheets") “Concession”), and those arising in the ordinary course of business since the date thereof. With regard to the foregoingKnowledge of the Sellers Parties, Songlines has relied CRC and SJCH are in full compliance with the terms of the Concession and consummation of the transactions described herein shall have no effect on the accuracy status of CRC or SJCH as beneficiaries thereunder. (g) The Seller Parties shall cause all loans, advances, payables and completeness receivables between any Seller Party and any Target Entity, or between any Target Entity and a different Target Entity, which were made or arose out of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll have sole responsibility for filing all required tax returns for Songlines for all periods ending on or transactions occurring prior to the Effective Date. OSI shall assist Eric▇▇▇▇ ▇▇ preparing income tax returns and shall cooperate with Eric▇▇▇▇ ▇▇ Time to be paid or performed by the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days applicable obligors or otherwise discharged prior to filingthe Effective Time. Any tax on any income realized as a result of said discharge will be borne by the Seller’s Parties.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines JVP CORP nor has Songlines JVP CORP received notice of any such deficiency, delinquency or default. Songlines JVP CORP has no reason to believe that Songlines JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines JVP CORP as of August 30December 31, 19972001, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 31, 19972001, together with supplemental information on SonglinesJVP CORP, each prepared and attested to by the chief financial officer of Songlines JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll SUMISLAWSKI shall have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective DateJVP CORP. OSI shall assist Eric▇▇▇▇ ▇▇ SUMISLAWSKI in preparing income tax returns and shall cooperate with Eric▇▇▇▇ ▇▇ SUMISLAWSKI to the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll SUMISLAWSKI shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines has Seller, the Partnership and each Partnership Subsidiary have timely filed or caused to be filed all federal, foreign country, 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; Songlines has . All such tax returns and reports were true and correct in all material respects. Seller, the Partnership and each Partnership Subsidiary 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. Seller, the Partnership and the Partnership 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 Songlines Seller, the Partnership or any Partnership Subsidiary with respect to any tax. No To the knowledge of the Shareholders, no unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against Songlines Seller, the Partnership or any Partnership Subsidiary nor has Songlines Seller, the Partnership or any Partnership Subsidiary received written notice of any such deficiency, delinquency or default. Songlines has The Shareholders have no reason to believe that Songlines any of Seller, the Partnership or any Partnership Subsidiary has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines as of August 30, 1997Recent Balance Sheets, with any notes thereto, and the related unaudited statements of income for the eight months ended August 30, 1997, together with supplemental information on Songlines, each prepared and attested to by the chief financial officer of Songlines (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines has relied on the accuracy and completeness of the Schedule K-1 provided by the PartnershipRecent Balance Sheets. Eric▇▇▇▇ ▇▇▇ll Seller shall have sole responsibility for filing or causing to be filed all required tax returns for Songlines Seller for all periods ending on or prior up to and including the Effective Closing Date. OSI shall assist Eric▇▇▇▇ ▇▇ preparing income tax returns and shall cooperate with Eric▇▇▇▇ ▇▇ the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines NAI nor has Songlines NAI received notice of any such deficiency, delinquency or default. Songlines NAI has no reason to believe that Songlines NAI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines NAI as of August 3031, 1997, with any notes thereto, and the related unaudited statements of income for the eight months ended August 3031, 1997, together with supplemental information on SonglinesNAI, each prepared and attested to by the chief financial officer of Songlines NAI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines NAI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇Nove▇▇▇ ▇▇▇ll have sole responsibility for filing all required tax returns for Songlines NAI for all periods ending on or prior to the Effective Date. OSI shall assist Eric▇Nove▇▇▇ ▇▇ preparing income tax returns and shall cooperate with Eric▇Nove▇▇▇ ▇▇ the extent necessary therefor, and Eric▇Nove▇▇▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines has filed The amounts reflected as liabilities for Taxes on the December 31, 2005 balance sheet referred to in Section 3.4 are sufficient for the payment of all federal, state, county, local Taxes of Sheboygan Falls accrued for or applicable to the period ended on such balance sheet date and foreign tax returns all years and reports periods prior thereto. All Tax Returns that are required to be filed by them by or in respect of Sheboygan Falls up to and including the date hereofhereof have been filed and all Taxes, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; 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 thereon, which have become due pursuant to such Returns or pursuant to any assessment have been paid and no extension of the time for filing of any such return is presently in effect. All such Returns that have been filed or will be filed by or in respect thereto of Sheboygan Falls for any period ending on or have fully accrued on their books before the Closing Date are or have established adequate reserves for all taxes payable but not yet due; will be true and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligationscorrect. There exists no proposed assessment against Sheboygan Falls. No extension or waiver consent to the application of any statute Section 341(f)(2) of limitations or time within which to file any return the Code has been granted to Songlines filed with respect to any taxSheboygan Falls Property. Sheboygan Falls has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor or other third party. No unsatisfied deficiencyclaim has ever been made by a Governmental Entity in a jurisdiction where Sheboygan Falls does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. Sheboygan Falls has delivered to Donegal Mutual correct and complete copies of all federal, delinquency or default for any taxstate and local Tax Returns, assessment or governmental charge has been claimed, proposed or examination reports and statements of deficiencies assessed against Songlines nor has Songlines received notice of any such deficiencyor agreed to by Sheboygan Falls since January 1, delinquency or default2001. Songlines has no reason to believe that Songlines has or may The federal Tax Returns for Sheboygan Falls have any tax liabilities other than those reflected on never been examined by the unaudited balance sheet of Songlines as of August 30, 1997, with any notes theretoIRS, and the related unaudited statements applicable statute of income limitations relating thereto has expired for the eight months tax year ended August 30December 31, 1997, together with supplemental information on Songlines, each prepared 2002 and attested to by the chief financial officer of Songlines (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective Date. OSI shall assist Eric▇▇▇▇ ▇▇ preparing income tax returns and shall cooperate with Eric▇▇▇▇ ▇▇ the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days prior to filingperiods.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines BGL or any Subsidiary nor has Songlines BGL or any Subsidiary received written notice of any such deficiency, delinquency or default. Songlines has The BG Principals have no reason to believe that Songlines any Subsidiary has or may have any tax liabilities other than those of the Subsidiaries reflected on the unaudited balance sheet of Songlines as of August 30, 1997Recent Balance Sheets, with any notes thereto, and the related unaudited statements of income for the eight (8) months ended August 3031, 19972001, together with supplemental information on Songlines, each prepared and attested to by the chief financial officer of Songlines (the "Balance Sheets") and those of the Subsidiaries arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines has relied on the accuracy and completeness of the Schedule K-1 provided by the PartnershipRecent Balance Sheets. Eric▇▇▇▇ ▇▇▇ll BGL shall have sole responsibility for filing or causing to be filed all required tax returns for Songlines all Subsidiaries for all periods ending on or prior up to and including the Effective Closing Date. OSI Outback shall assist Eric▇▇▇▇ ▇▇ BGL in preparing income tax returns for the Subsidiaries and shall cooperate with Eric▇▇▇▇ ▇▇ BGL to the extent necessary therefor, and Eric▇▇▇▇ ▇▇▇ll BGL shall provide OSI Outback with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines TI 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; Songlines TI 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 Songlines TI 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 Songlines TI nor has Songlines TI received notice of any such deficiency, delinquency or default. Songlines TI has no reason to believe that Songlines TI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines TI as of August 30December 31, 1997, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 31, 1997, together with supplemental information on SonglinesTI, each prepared and attested to by the chief financial officer of Songlines TI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines TI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. EricTanc▇▇▇▇ ▇▇▇ll have sole responsibility for filing all required tax returns for Songlines for all periods ending on or prior to the Effective DateTI. OSI shall assist EricTanc▇▇▇▇ ▇▇ preparing income tax returns and shall cooperate with EricTanc▇▇▇▇ ▇▇ the extent necessary therefor, and EricTanc▇▇▇▇ ▇▇▇ll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. Songlines 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; Songlines 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 Songlines 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 Songlines JVP CORP nor has Songlines JVP CORP received notice of any such deficiency, delinquency or default. Songlines JVP CORP has no reason to believe that Songlines JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of Songlines JVP CORP as of August 30December 31, 19972000, with any notes thereto, and the related unaudited statements of income for the eight twelve months ended August 30December 31, 19972000, together with supplemental information on SonglinesJVP CORP, each prepared and attested to by the chief financial officer of Songlines JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, Songlines JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. Eric▇▇▇▇ ▇▇▇ll KADOW shall have sole responsibility for filing all required tax returns for Songlines for all periods ending on retu▇▇▇ ▇or prior to the Effective DateJVP CORP. OSI shall assist Eric▇▇▇▇ ▇▇ KADOW in preparing income tax returns and shall cooperate with Eric▇▇KADOW ▇▇ ▇▇ the ▇e extent necessary therefor, and Eric▇KADOW shall provide OSI w▇▇▇ ▇▇▇ll provide OSI with copies opies of all such returns at least fifteen fift▇▇▇ (15) days prior to filing.