Common use of Tax Representations Clause in Contracts

Tax Representations. (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary have been or will be timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any Tax.

Tax Representations. (a) Seller represents Except for liabilities and warrants to Buyer as of the date hereof and as of the Closing Date thatpenalties which would not, except as set forth individually or in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02aggregate, reasonably be expected to result in a Material Adverse Effect, (i) all Tax returns, statements, reports and forms (collectively, the "Returns"including estimated tax returns and reports) required to be filed with any Taxing Authority by or on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, behalf of the Company or any Subsidiary (collectively, the "Returns"), have been or will be timely filed when due (taking into account any extension of a required filing date) in accordance with all applicable lawslaws except where failure so to file would not subject the Company or any Subsidiary to liabilities or penalties; (ii) with respect as of the time of filing, the Returns correctly reflected (and, as to any Returns not filed as of the Company date hereof, will correctly reflect) the facts regarding the income, business, assets, operations, activities and status of the SubsidiariesCompany, all such Returns for Pre-Closing Periods are or will the Subsidiaries and any other information required to be true shown therein and complete in all material respects, ; (iii) the Company and the Subsidiaries have timely paid paid, withheld or made provision for all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Tax period (or portion thereof) ending on or before the Closing Tax Period Date for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and its Subsidiaries for any Tax period (or portion thereof) ending on or before the Subsidiaries Closing Date (excluding any provision for deferred income taxes) reflected on the Balance Sheet books of the Company and the Subsidiaries are adequate to cover such Taxes; (vi) all consolidated federal income tax Returns filed with respect to taxable years of the Tax liabilities accruing Company and the Subsidiaries through the date thereoftaxable year ended June 30, 1996 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; and (vivii) neither the Company nor any Subsidiary is delinquent in the payment of any Tax; (viii) neither the Company nor any Subsidiary (or any member of any affiliated or combined group of which the Company or any Subsidiary is or has been a member) has granted any extension or waiver of the limitation period applicable to any Returns; (ix) there is no claim, audit, action, suit, proceeding, investigation, audit proceeding or claim investigation now proposed pending or pending threatened against or with respect to the Company or any Subsidiary of which the Company is aware in respect of any Tax or assessment; (x) there are no liens for Taxes upon the assets of the Company or any Subsidiary except liens for current Taxes not yet due; (xi) neither the Company nor any of its Subsidiaries has any obligation under any Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement or any other agreement or arrangement in respect of any Tax with any Person other than the Company or its Subsidiaries; (xii) neither the Company nor any of its Subsidiaries has been a member of an affiliated, consolidated, combined or unitary group other than one of which the Company was the common parent;; (xiii) proper and adequate amounts have been withheld by the Company and its Subsidiaries from their respective employees and other Persons for all periods in compliance in all material respects with the Tax, social security and unemployment, excise and other withholding provisions of all federal, state, local and foreign laws; and (xiv) the Company is not now and has not been within the past five years, a "United States Real Property Holding Corporation" as defined in the Code and applicable Treasury regulations thereunder.

Tax Representations. (a) The Limited and Seller represents represent and warrants warrant to Parent and Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02in Section 8.01 of the Disclosure Schedule, (i1) all Tax returns, statements, reports and forms (collectively, the "Returns") that are material and have been or are required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary (including Returns of any Limited Tax Group of which the Company or any Subsidiary is a member (a "Target Group")) on or before the Closing Date (taking into account any duly obtained extensions) have been been, or will be be, timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respectsfiled, (iii2) the Company and the Subsidiaries (or, in the case of a Return of a Target Group, each member of such group) have timely paid in all material respects all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company , or on subsequent assessments and the Subsidiaries have made or will on or before the Closing Date make provision for all no other material Taxes are payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes Target Group with respect to items or periods covered by such Returns (whether or not shown or reportable on such Returns), (3) the Returns that have been filed are true, correct and complete in all material respects, (4) there are no current extensions of time within which to file any material Returns required to be filed by or on behalf of members of any Target Group, (5) there are no Liens with respect to Taxes existing, threatened or pending on any of the assets of the Company or any Subsidiary, except Permitted Liens and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; Exceptions and (vi6) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any Tax. The Limited and Seller further represent that neither the Company nor any Subsidiary is a party to any agreement, contract, arrangement or plan that has resulted, or could result separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code or any similar provision of applicable foreign, state or local law.

Tax Representations. (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02Section 8.02 of the Strategix Disclosure Memorandum, (i) a. all Tax returns, statements, reports and forms (collectively, the "Returns"including estimated tax or information returns and reports) required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, by or with respect to, the on behalf of any Strategix Company or any Subsidiary (collectively, the "Returns"), have been or will be timely filed when due in accordance with all applicable laws; (ii) with respect b. as of the time of filing, the Returns correctly reflected the facts regarding the income, business, assets, operations, activities and status of the Strategix Companies, their Subsidiaries and any other information required to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid shown therein; c. all Taxes shown as due and payable on the Returns that have been filedfiled have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (iv) d. the charges, accruals and reserves for Separate Company Taxes with respect to the Strategix Companies and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the their Subsidiaries for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet books of the Strategix Companies and their Subsidiaries (excluding any provision for deferred income taxes) are adequate to cover such Taxes; e. all Returns filed with respect to Tax years of the Strategix Companies and their Subsidiaries through the Tax liabilities accruing through year ended June 30, 1994 have been examined and closed or are Returns with respect to which the date thereofapplicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; f. neither any Strategix Company nor any Subsidiary is delinquent in the payment of any Tax or has requested any extension of time within which to file any Return (other than such extensions as do not require the consent of the relevant taxing authority) and has not yet filed such Return; g. neither any Strategix Company nor any Subsidiary (vior any member of any affiliated, consolidated, combined or unitary group of which any Strategix Company or any Subsidiary is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; h. there is no claim, audit, action, suit, proceeding, investigation, audit or claim investigation now proposed pending or pending threatened against or with respect to any Strategix Company, any Subsidiary or any member of the Seller Group in respect of any Tax or Tax Asset; i. there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between any Strategix Company or any Subsidiary and any Taxing Authority; j. neither any Strategix Company nor any Subsidiary owns any interest in respect real property in the State of New York or in any other jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property; k. neither any Strategix Company nor any Subsidiary owns any material property subject to a lease that is not a "true" lease for federal income tax purposes; l. neither Seller nor any Strategix Company or any Subsidiary, nor any other person on behalf of any Strategix Company or any Subsidiary, has entered into nor will it enter into any agreement or consent pursuant to Section 341(f) of the Code; m. there are no liens for Taxes upon the assets of any Strategix Company or any Subsidiary, or any of the Strategix Assets except liens for current Taxes not yet due; n. neither any Strategix Company nor any Subsidiary has been a member of an affiliated, consolidated, combined or unitary group other than one of which Seller was the common parent; o. neither any Strategix Company nor any Subsidiary is currently under any contractual obligation to pay any amounts of the type described in clause (ii) or (iii) of the definition of "Tax"; p. a protective carryover election has been filed in connection with each transaction consummated by any Strategix Company or any Subsidiary prior to January 20, 1994 that constituted a "qualified stock purchase" within the meaning of Section 338 of the Code; q. all information set forth in the notes to the Balance Sheet relating to Tax matters is true and complete in all material respects; r. during the five-year period ending on the date hereof, neither Seller nor any Strategix Company, any Subsidiary or any Affiliate of Seller has made or changed any tax election, changed any annual tax accounting period, or adopted or changed any method of tax accounting (to the extent that any such action may materially affect any Strategix Company or any Subsidiary); s. neither any Strategix Company nor any Subsidiary is a party to any understanding or arrangement described in Section 6111(d)(2) of the Code; t. neither any Strategix Company nor any Subsidiary will be required to include for a Post-Closing Tax Period taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any income that would be includible in a Post-Closing Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code); and u. each Strategix Company and each Subsidiary have 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, stockholder, or other third party, and complied with all information reporting and backup withholding requirements.

Tax Representations. (a) Seller represents Except for liabilities and warrants to Buyer as of the date hereof and as of the Closing Date thatpenalties which would not, except as set forth individually or in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02aggregate, reasonably be expected to result in a Material Adverse Effect, (i) all Tax returns, statements, reports and forms (collectively, the "Returns"including estimated tax returns and reports) required to be filed with any Taxing Authority by or on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, behalf of the Company or any Subsidiary (collectively, the "RETURNS"), have been or will be timely filed when due (taking into account any extension of a required filing date) in accordance with all applicable lawslaws except where failure so to file would not subject the Company or any Subsidiary to liabilities or penalties; (ii) with respect as of the time of filing, the Returns correctly reflected (and, as to any Returns not filed as of the Company date hereof, will correctly reflect) the facts regarding the income, business, assets, operations, activities and status of the SubsidiariesCompany, all such Returns for Pre-Closing Periods are or will the Subsidiaries and any other information required to be true shown therein and complete in all material respects, ; (iii) the Company and the Subsidiaries have timely paid paid, withheld or made provision for all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; period (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any Tax.or

Tax Representations. (a) Except as set forth in Schedule 8.1 of the Seller Disclosure Schedule, Seller represents and warrants to Buyer as Purchaser that all material Tax Returns with respect to the Assets, the Assumed Liabilities or the operation of the date hereof Branches, that are required to be filed (taking into account any extension of time within which to file) by Seller or any of its Affiliates on or before the Closing Date, have been or will be duly filed before the Closing Date, and all material Taxes with respect to the Assets, the Assumed Liabilities or the operation of the Branches due and owing by Seller before the Closing Date (whether or not shown on such Tax Returns) have been or will be paid in full before the Closing Date. Seller has, or before the Closing Date will have, withheld and paid all Taxes required to have been withheld and paid on or before the Closing Date in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, in each case, with respect to the Assets, the Assumed Liabilities or the operation of the Branches, and all IRS Forms W-2 and 1099 required with respect thereto have been or will be properly completed and timely filed. There are, and as of the Closing Date thatand upon the completion of the P&A Transaction there will be, except as set forth no liens or other encumbrances on any of the Assets or the Branches that arose in connection with the Balance Sheet failure (including the notes theretoor alleged failure) or on Annex 3.09 (ix) or Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary have been or will be timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of pay any Tax.

Tax Representations. (a) Seller Parent represents and warrants to Buyer Purchaser as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.025.01, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") Returns required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary Companies have been timely filed or will be timely filed on or before the Closing Date, and all such Returns were (or will be when filed) true, complete and correct in accordance with all applicable lawsmaterial respects; (ii) all other Returns required to be filed with respect to the Company Companies (excluding separate Returns required to be filed by the Companies) with respect to any Pre-Closing Tax Period will be timely filed when due (taking into account any extension of a required filing date), and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true true, complete and complete correct in all material respects, ; (iii) the Company and the Subsidiaries Companies have timely paid all Taxes shown as due and payable on the Returns that have been filedany Return; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date Date, Parent will pay or make adequate provision for all Taxes payable by by, or with respect to, the Company and the Subsidiaries Companies for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries Companies reflected on the Balance Sheet are balance sheets of the Companies as of the Closing Date will be adequate in all material respects to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary Companies in respect of any Tax; (vii) there are no material liens on any of the assets of the Companies that arose in connection with any Taxes (other than liens for Taxes not yet due and payable); (viii) the Companies have withheld and paid in all material respects all Taxes required to be withheld and paid and have materially complied with all information and backup withholding requirements; (ix) Parent has delivered or will deliver prior to the Stock Purchase Closing to Purchaser true, complete and correct copies of (A) all tax audit reports, statements of deficiencies, closing and similar documents or agreements received by, or with respect to, the Companies, and (B) all foreign, federal, state and municipal income, gross receipts, sales, premium, use and franchise Returns for, or including, the Companies for all periods for which the applicable statute of limitations has not expired, provided, however, that in the case of federal and Connecticut state income Tax Returns, Parent shall only deliver separate or pro-forma Returns for the immediately preceding three taxable years; (x) no waiver or extension of any statute of limitations on assessments is in effect with respect to Taxes or Returns for which the Companies may be liable; (xi) none of the Companies (A) has been a member of an affiliated group filing a consolidated Federal Tax Return (other than a group of which CIGNA or Parent was the common parent), (B) has any liabilities for the Taxes of any Person (other than as a member of the Parent Group) under Section 1504(a) of the Code or the regulations thereunder (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise or (C) has been a party to any Tax Sharing Agreement under which it may be liable for Taxes other than the Tax Sharing Agreements referenced in Schedule 5.01; and (xii) CIGNA is entitled, and has the legal right, to join with Purchaser in making an Election.

Tax Representations. (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02, to Seller's knowledge: (i) all material Tax returns, statements, reports and forms (collectively, the "Returns"including estimated tax returns and reports) required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, by or with respect to, on behalf of the Company or any Subsidiary (collectively, the " Returns"), have been or will be timely filed when due (taking into account extensions) in accordance with all applicable laws; (ii) with respect no position is reflected in a Return referred to in clause (i) for which the Company applicable limitation period has not expired (and for which a closing agreement has not been entered into) which (A) was not, at the Subsidiariestime such Return was filed, all such Returns supported by substantial authority (as determined for Pre-Closing Periods are purposes of Section 6662 of the Code, or will be true any predecessor provision, and complete in all material respectsany comparable provisions of applicable foreign, state or local tax statutes, rules or regulations) and (B) would have a Material Adverse Effect if decided against the taxpayer; (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or made, or will on or before the Closing Date make pay or make, provision for all material Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period Periods for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (viiv) there is no action, suit, proceeding, investigation, audit or claim now proposed in writing or pending against or with respect to the Company or any Subsidiary in respect of any material Tax; (v) the Company and each Subsidiary is a member of the Seller Group, and the Seller Group files a consolidated federal Income Tax Return; (vi) Seller has made available to Buyer correct and complete copies of all information requested by Buyer's representatives with respect to the portions of federal, state and local Income Tax Returns which pertain to the Company and the Subsidiaries; (vii) Schedule 8.02 lists any statute of limitations in respect of Taxes that the Company or any Subsidiary has waived or any extension of time agreed to by the Company or any Subsidiary, with respect to a Tax audit, examination, assessment or deficiency, in each case, which shall not have expired on or prior to the Closing Date; (viii) except as otherwise disclosed pursuant to Section 3.19 or Section 3.20, neither the Company nor any Subsidiary 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, that will not be deductible under Section 280G or 162(m) of the Code; and (ix) no Taxing jurisdiction has since June, 1996 claimed in writing that Returns that the Company and the Subsidiaries are not (in fact) filing should be filed, or that Taxes of a type not (in fact) being paid to such jurisdiction should be paid.

Tax Representations. (a) Seller Each of Sellers represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.028.01(a), (i) all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, by or with respect to, on behalf of the Company or any Subsidiary the Included Subsidiaries (collectively, the "Returns") other than those Returns the failure of which to file would not have a Material Adverse Effect on the Company Group, have, to the extent required to be filed on or before the date hereof, been or will be timely properly filed when due in accordance with all applicable laws; (ii) with respect to the Returns correctly reflect the facts regarding the income, business, assets, operations, activities and status of the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete Included Subsidiaries in all material respects, ; (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filedfiled have been paid, or withheld and remitted to the appropriate Taxing Authority; (iv) all Returns filed with respect to Tax years of the Company and the Included Subsidiaries through the Tax year ended December 31, 1991, have made been examined and closed or will on are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return waivers, has yet been filedexpired; (v) the charges, accruals and reserves for Taxes with respect to neither the Company and nor any of the Included Subsidiaries reflected on (or any member of any affiliated, consolidated, combined or unitary group of which the Balance Sheet are adequate Company or any of the Included Subsidiaries is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to cover the Tax liabilities accruing through the date thereofany Return, which period (after giving effect to such extension or waiver) has not yet expired; and (vi) there is no claim, audit, action, suit, proceeding, investigationor investigation now pending or, audit or claim now proposed or pending to the Knowledge of Sellers, threatened against or with respect to the Company or any Subsidiary of the Included Subsidiaries in respect of any material Tax; and (vii) there are no requests for rulings or determinations in respect of any Tax 50 pending between the Company or any of the Included Subsidiaries and any Taxing Authority.

Tax Representations. (a) Seller represents Sellers represent and warrants warrant to Buyer as of the date hereof of this Agreement and as of the Closing Date that, except as set forth in the Closing Date Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.028.2 provided on the date hereof, (i) all Tax returns, statements, estimates, declarations of estimated tax, information tax reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary have been filed or will be timely filed on or before the Closing Date in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid or had paid on their behalf all Taxes shown as due and payable on the Returns that have been filed; (iv) with regard to the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filedits Subsidiaries; (viii) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Closing Date Balance Sheet and on the books of the Company and the Subsidiaries as of the Closing Date are adequate adequate, under accounting principles generally accepted in the United States of America, to cover the Tax liabilities accruing through the date thereofClosing Date; and (viiv) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any TaxTax or any waiver of any statute of limitations.

Tax Representations. (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing SPC-5 Delivery Date that, except : (a) Except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.028.02(a), (i) all Tax returns, statements, reports and forms (collectively, the "Returns"including estimated tax or information returns and reports) required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, by or with respect toon behalf of SPC-5 (collectively, the Company "RETURNS") have, to the extent required to be filed on or any Subsidiary have before the date hereof been or will be timely filed when due in accordance with all applicable laws; (ii) with respect as of the time of filing, the Returns correctly reflected (and, as to any Returns not filed as of the Company date hereof, will correctly reflect) the facts regarding the income, business, assets, operations, activities and the Subsidiaries, all such Returns for Pre-Closing Periods are or will status of SPC-5 and any other information required to be true and complete in all material respects, shown therein; (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filedfiled have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (iv) SPC-5 is not delinquent in the Company payment of any Tax and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for has not requested any Pre-Closing Tax Period for extension of time within which no to file any Return which has not yet been filed; (v) SPC-5 (or any member of any affiliated, consolidated, combined or unitary group of which SPC-5 is or has been a member) has not granted any extension or waiver of the chargesstatute of limitations period applicable to any Return, accruals and reserves for Taxes with respect which period (after giving effect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereofsuch extension or waiver) has not yet expired; and (vi) there is no claim, audit, action, suit, proceeding, investigation, audit or claim investigation now proposed pending or pending threatened against or with respect to the Company or any Subsidiary SPC-5 in respect of any Tax; (vii) SPC-5 has not been a member of an affiliated, consolidated, combined or unitary group other than one of which AIG was the common parent; and (viii) SPC-5 is not currently under any contractual obligation to pay any amounts of the type described in clause (ii) or (iii) of the definition of "Tax".

Tax Representations. (a) Seller represents Melville and warrants the Company each represent and warrant to Buyer Newco as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 Schedule 10.1, to Melville's or the Company's knowledge, as the case may be (ix) or Schedule 8.02with respect to the Company and the Subsidiaries), (i) all Tax returns, statements, reports and forms (collectively, the "Returns") material Returns required to be filed with any Taxing Authority on or before the Closing Date date hereof with respect to any Pre-Pre- Closing Tax Period by, or with respect to, the Company or any Subsidiary have been or will be duly and timely filed in accordance with all applicable laws(taking into account any extensions); (ii) with respect no position is reflected in a Return referred to in clause (i) for which the applicable limitation period has not expired (and for which a closing agreement has not been entered into) which (A) was not, at the time such Return was filed, supported by substantial authority (as determined for purposes of Section 6662 of the Code, or any predecessor provision, and any comparable provisions of applicable foreign, Federal, state, or local tax statutes, rules or regulations) and (B) would have a Material Adverse Effect on the Company and if decided against the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, taxpayer; (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that any Return have been filed; (iv) the Company and the Subsidiaries have timely paid, withheld or provision has been made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereoftherefor; and (viiv) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any material Tax; (v) there has been no waiver or extension of any applicable statute of limitations period for the assessment or collection of any Taxes, which period (after giving effect to such waiver or extension) has not yet expired; (vi) there are no requests for rulings, subpoenas or information pending with respect to any matter relating to Taxes; (vii) any adjustment of Taxes made by the Internal Revenue Service in any examination which is required to be reported to state, local, foreign or other taxing authorities has been so reported, and any additional Taxes due with respect thereto have been paid; (viii) no power of attorney has been granted by the Company and/or any Subsidiary, and is currently in force, with respect to any matter relating to Taxes; (ix) neither Melville nor any of its Affiliates has made with respect to the Company or any Subsidiary, or any property held by the Company or any Subsidiary, any consent under Section 341(f) of the Code; (x) no property of the Company or any Subsidiary is "tax exempt use property" within the meaning of Section 168(h) of the Code; (xi) neither the Company nor any Subsidiary is a party to any lease made pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954, as amended; and (xii) neither the Company nor any Subsidiary is a party to any agreement that has resulted in or could result in an obligation to make payments that would not be deductible under Section 280G of the Code.

Tax Representations. (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.028.2, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the Company or any Subsidiary have been or will be timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed; (iv) the Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are adequate to cover the Tax liabilities accruing through the date thereof; and (vi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the Company or any Subsidiary in respect of any Tax.

Tax Representations. (a) Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that, except as set forth in the Balance Sheet (including the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, the "Returns") that are material and required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, the any Company or any Subsidiary (collectively, the "Returns") have been been, or will be be, timely filed in accordance with all applicable lawson or before the Closing Date; (ii) with respect to the Company and the Subsidiaries, all such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (iii) the Company Companies and the Subsidiaries have timely paid paid, or will timely pay, all Taxes shown as due and payable on the Returns that have been filedor will be filed on or before the Closing Date; (iviii) the Company and the Subsidiaries Returns that have made been or will be filed on or before the Closing Date make provision for are true, correct and complete in all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed; material respects, (viv) the charges, accruals and reserves for Taxes with respect to the Company Companies and the Subsidiaries reflected on the Balance Sheet books of the Companies and its Subsidiaries (including, but not limited to, the Quarterly Financial Statements) are adequate to cover the material Tax liabilities accruing through the date thereofend of the last period for which the Companies and the Subsidiaries ordinarily record items on their respective books; and (viv) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the any Company or any Subsidiary in respect of any material Tax.; (vi) neither the Companies nor any of the Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Codess.280G (or any corresponding provision of state, local or foreign Tax law); and (vii) to Seller's knowledge, neither the Companies nor any of the Subsidiaries have any liability for the Taxes of any Person other than the Seller Group or any other Company or Subsidiary under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract, or otherwise..