Common use of Tax Notices Clause in Contracts

Tax Notices. Except as set forth on Exhibit 3.27 hereto, no deficiency for any Taxes has been proposed, asserted or assessed against Seller that has not been resolved and paid in full. No waiver, extension or comparable consent given by Seller regarding the application of the statute of limitations with respect to any Taxes outstanding, nor is any request for any such waiver or consent pending. Except as described in Exhibit 3.27 hereto, there has been no tax audit or other administrative proceeding or court proceeding with respect to any Taxes, nor is any such Tax audit or other proceeding pending, nor has there been any notice to Seller by any taxing authority regarding any such Tax, audit or other proceeding or, to the best knowledge of Seller, is any such Tax audit or other proceeding threatened with regard to any Taxes. Seller does not expect the assessment of any additional Taxes and is not aware of any unresolved questions, claims or disputes concerning the liability for Taxes which would exceed the estimated reserves established on its books and records. For the purposes hereof, the term "Taxes" means all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign, upon Seller.

Tax Notices. Except as set forth on Exhibit 3.27 4.14 attached hereto, no deficiency for any Taxes has been proposed, asserted or assessed against Seller Acquirors that has not been resolved and paid in full. No waiver, extension or comparable consent has been given by Seller Acquirors regarding the application of the statute of limitations with respect to any Taxes outstanding, nor is any request for any such waiver or consent pending. Except as described in Exhibit 3.27 4.14 hereto, there has been no tax audit or other administrative proceeding or court proceeding with respect to any Taxes, nor is any such Tax audit or other proceeding pending, nor has there been any written notice to Seller Acquirors by any taxing authority regarding any such Tax, audit or other proceeding or, to the best knowledge of SellerAcquirors, is any such Tax audit or other proceeding threatened with regard to any Taxes. Seller does not expect the assessment of any additional Taxes and is Acquirors are not aware of any unresolved questions, claims or disputes concerning the liability for Taxes which would exceed the estimated reserves established for on its books and records. For the purposes hereof, the term "Taxes" means all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign, upon SellerAcquirors.

Tax Notices. Except as set forth on Exhibit --------------- ----------- ------- 3.27 hereto, no deficiency for any Taxes has been proposed, asserted or ---- assessed against Seller that has not been resolved and paid in full. No ---- waiver, extension or comparable consent given by Seller regarding the ---- application of the statute of limitations with respect to any Taxes ---- outstanding, nor is any request for any such waiver or consent pending. ---- Except as described in Exhibit 3.27 hereto, there has been no tax audit or ---- other administrative proceeding or court proceeding with respect to any Taxes, --- nor is any such Tax audit or other proceeding pending, nor has there been any notice to Seller by any taxing authority regarding any such Tax, audit or other proceeding or, to the best knowledge of Seller, is any such Tax audit or other proceeding threatened with regard to any Taxes. Seller does not expect the assessment of any additional Taxes and is not aware of any unresolved questions, claims or disputes concerning the liability for Taxes which would exceed the estimated reserves established on its books and records. For the purposes hereof, the term "Taxes" means all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign, upon Seller.. Notwithstanding any other language to the contrary set forth herein, the Seller shall not be required by the provisions hereof to file tax returns after the date of Closing which relate to the Assets, nor shall any language herein obligate the Seller to file any income tax returns not otherwise required by law. 3.28 EMPLOYEES3.28

Tax Notices. Except To Seller's best knowledge, except as set forth on Exhibit 3.27 hereto, no deficiency for any Taxes has been proposed, asserted or assessed against Seller that has not been resolved and paid in full. No waiver, extension or comparable consent given by Seller regarding the application of the statute of limitations with respect to any Taxes outstanding, nor is any request for any such waiver or consent pending. Except as described in Exhibit 3.27 hereto, there has been no tax audit or other administrative proceeding or court proceeding with respect to any Taxes, nor is any such Tax audit or other proceeding pending, nor has there been any notice to Seller by any taxing authority regarding any such Tax, audit or other proceeding or, to the best knowledge of Seller, is any such Tax audit or other proceeding threatened with regard to any Taxes. Seller does not expect the assessment of any additional Taxes and is not aware of any unresolved questions, claims or disputes concerning the liability for Taxes which would exceed the estimated reserves established on its books and records. For the purposes hereof, the term "Taxes" means all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign, upon Seller.

Tax Notices. Except as set forth on Exhibit 3.27 3.21 hereto, no deficiency for any Taxes has been proposed, asserted or assessed against Seller High Performance that has not been resolved and paid in full. No waiver, extension or comparable consent has been given by Seller High Performance regarding the application of the statute of limitations with respect to any Taxes outstanding, nor is any request for any such waiver or consent pending. Except as described in Exhibit 3.27 3.21 hereto, there has been no tax audit or other administrative proceeding or court proceeding with respect to any Taxes, nor is any such Tax audit or other proceeding pending, nor has there been any written notice to Seller High Performance by any taxing authority regarding any such Tax, audit or other proceeding or, to the best knowledge of SellerHigh Performance, is any such Tax audit or other proceeding threatened with regard to any Taxes. Seller does not expect the assessment of any additional Taxes and High Performance is not aware of any unresolved questions, claims or disputes concerning the liability for Taxes which would exceed the estimated reserves established for on its books and records. For the purposes hereof, the term "Taxes" means all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign, upon SellerHigh Performance.

Tax Notices. Except as set forth on Exhibit 3.27 3.24 hereto, no deficiency for any Taxes tax has been proposed, asserted or assessed against Seller MCSI that has not been resolved and paid in full. No waiver, extension or comparable consent given by Seller MCSI regarding the application of the statute of limitations with respect to any Taxes tax is outstanding, nor is any request for any such waiver or consent pending. Except as described in Exhibit 3.27 3.24 hereto, there has been no tax audit or other administrative proceeding or court proceeding with respect to any Taxestax, nor is any such Tax tax audit or other proceeding pending, nor has there been any written notice to Seller MCSI by any taxing authority regarding any such Taxtax, audit or other proceeding or, to the best actual conscious knowledge of SellerMCSI or Executive Shareholders, is any such Tax tax audit or other proceeding threatened with regard to any Taxestax. Seller MCSI does not expect the assessment of any additional Taxes tax for any periods completed prior to Closing and is not aware of any unresolved questions, claims or disputes concerning the liability for Taxes tax for any periods completed prior to Closing which would exceed the estimated reserves established on its books and records. For the purposes hereof, the term "Tax" or "Taxes" means all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign, upon SellerMCSI.

Tax Notices. Except as set forth on Exhibit 3.27 --------------- ----------- ------- 3.26 hereto, no deficiency for any Taxes has been proposed, asserted or ---- assessed against Seller that has not been resolved and paid in full. No ---- waiver, extension or comparable consent given by Seller regarding the ---- application of the statute of limitations with respect to any Taxes ---- outstanding, nor is any request for any such waiver or consent pending. ---- Except as described in Exhibit 3.27 3.26 hereto, there has been no tax audit or ---- other administrative proceeding or court proceeding with respect to any Taxes, --- nor is any such Tax audit or other proceeding pending, nor has there been any notice to Seller by any taxing authority regarding any such Tax, audit or other proceeding or, to the best knowledge of Seller, is any such Tax audit or other proceeding threatened with regard to any Taxes. Seller does not expect the assessment of any additional Taxes and is not aware of any unresolved questions, claims or disputes concerning the liability for Taxes which would exceed the estimated reserves established on its books and records. For the purposes hereof, the term "Taxes" means all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign, upon Seller.. 3.27 EMPLOYEES3.27

Tax Notices. Except as set forth on Exhibit --------------- ----------- ------- 3.27 hereto, no deficiency for any Taxes has been proposed, asserted or ---- assessed against Seller that has not been resolved and paid in full. No ---- waiver, extension or comparable consent given by Seller regarding the ---- application of the statute of limitations with respect to any Taxes ---- outstanding, nor is any request for any such waiver or consent pending. ---- Except as described in Exhibit 3.27 hereto, there has been no tax audit or ---- other administrative proceeding or court proceeding with respect to any Taxes, --- nor is any such Tax audit or other proceeding pending, nor has there been any notice to Seller by any taxing authority regarding any such Tax, audit or other proceeding or, to the best knowledge of Seller, is any such Tax audit or other proceeding threatened with regard to any Taxes. Seller does not expect the assessment of any additional Taxes and is not aware of any unresolved questions, claims or disputes concerning the liability for Taxes which would exceed the estimated reserves established on its books and records. For the purposes hereof, the term "Taxes" means all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, workmen's compensation, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including, without limitation, all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign, upon Seller.. 3.28 EMPLOYEES3.28