Common use of Tax Returns and Audits Clause in Contracts

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("“RETURNS"”) relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authorityCompany, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have paid all Taxes shown to be due on such Returns. All such Returns are true, correct and complete in all material respects.

Tax Returns and Audits. (i) The Company has prepared and each of its subsidiaries have timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to any and all Taxes concerning or attributable to the Company or its operations. All Taxes required to be filed have been paid by the Company and each of its subsidiaries with (whether or not shown on any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries Return) have paid all Taxes shown to be due on such Returnsbeen paid.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (ia) The Company and each of its subsidiaries have has timely filed all Tax Returns (federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS"foreign) relating to any and all income, franchise or similar Taxes and all other material Tax Returns required to be filed by the Company and each of its subsidiaries with any Tax authority, except such . The Returns which are not true and correct in all material to the Companyrespects. The Company and each of its subsidiaries have has timely paid all Taxes shown to be due on such Returnsand other assessments due.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries Subsidiary have (a) timely filed all U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports ("RETURNS"“Returns”) relating to any and all Taxes concerning or attributable to the Company or its Subsidiary or their respective operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable Legal Requirements, and (b) timely paid all Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returnspaid.

Tax Returns and Audits. (ia) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") and/or extensions relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (ia) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have has paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, forms, estimates, information statements and reports ("RETURNS"“Returns”) relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority. Such Returns are true, except such Returns which are not correct and complete in all material to the Companyrespects. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (ia) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") and/or extensions relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, forms, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have paid all Taxes required to be paid whether or not shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries Subsidiaries have timely filed all U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports ("RETURNS"“Returns”) relating to all Taxes required to be filed by of the Company and each or any of its subsidiaries with any Tax authority, except Subsidiaries and such Returns which are not true and correct in all material to the Company. The Company respects and each of its subsidiaries have paid all Taxes shown to be due on such Returnsbeen completed in accordance with applicable Legal Requirements.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, forms, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. All such Returns were correct and complete in all material respects and have been completed in accordance with applicable law. The Company and each of its subsidiaries have has paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries Subsidiaries have timely filed all required federal, state, local and foreign returns, estimates, information statements and reports and any amendments thereto ("RETURNS"“Tax Returns”) relating to any and all Taxes required concerning or attributable to be filed by the Company Company, its Subsidiaries or their respective operations. Such Tax Returns are true and each of its subsidiaries correct, and have been completed in accordance with any Tax authorityapplicable law and were timely filed, except such Returns which are in each case as would not be material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, forms, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed (taking into account applicable extensions) all federal, federal and state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which authority and are not true and correct in all material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due respects on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, forms, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have paid all Taxes required to be paid whether or not shown to be due on such Returns, except such Taxes which are not, individually or in the aggregate, material to Company.

Tax Returns and Audits. (i) The Each of the Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.and

Tax Returns and Audits. (i) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authorityCompany, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have paid all Taxes shown to be due on such Returns. All such Returns are true, correct and complete in all material respects.

Tax Returns and Audits. (i) The the Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes (“Returns”) required to be filed by the Company and each of its subsidiaries with any Tax authorityauthority prior to the date hereof, except such Returns which are not material to the Company and for those income tax returns for the Company’s fiscal year ended September 30, 2006. All such Returns are true, correct and complete in all material respects. The Company and each of its subsidiaries have has paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the or on behalf of Company and each of its subsidiaries with any Tax authority, except such Returns which are not true, correct and complete in all material to the Company. The respects, and Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.;

Tax Returns and Audits. (i) The the Company and each of its subsidiaries the Subsidiary have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company Subsidiary and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except and all such Returns which returns are not true and correct in all material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returnsrespects.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed (taking into account applicable extensions) all federal, federal and material state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) 1. The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimatesforms, information statements and reports ("RETURNS"“Returns”) relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have has paid all Taxes shown to be due on such Returns. All Returns were complete and accurate in all material respects and have been prepared in all material respects in compliance with all applicable laws.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. All such Returns were correct and complete in all material respects. The Company and each of its subsidiaries have paid or reserved for payment all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except and all such Returns which returns are not true and correct in all material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returnsrespects.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, forms, estimates, information statements and reports ("RETURNS"“Returns”) relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have has paid all Taxes shown to be due on such Returns. All Returns were complete and accurate in all material respects and have been prepared in all material respects in compliance with all applicable Legal Requirements.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, forms, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all required federal, state, local and foreign returns, estimates, forms, information statements and reports ("RETURNS"“Returns”) relating to any and all Taxes required concerning or attributable to be filed by the Company and each of its subsidiaries or any of their operations with any Tax authority, except such . Such Returns which are not material to the Companytrue and accurate and have been completed in accordance with applicable law. The Company and each of its subsidiaries have timely paid all Taxes required to be paid whether or not shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS"“Returns”) relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authorityCompany, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have has paid all Taxes shown to be due on such Returns. All such Returns are true, correct and complete in all material respects.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS"“Returns”) relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authorityCompany, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have paid all Taxes shown to be due on such Returns. All such Returns are true, correct and complete in all material respects.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, forms, estimates, information statements and reports ("RETURNS"Returns) relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have has paid all Taxes shown to be due on such Returns. All Returns were complete and accurate in all material respects and have been prepared in all material respects in compliance with all applicable Legal Requirements.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, forms, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority. Such Returns are true, except such Returns which are not correct and complete in all material to the Companyrespects. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, reports ("Returns") relating to Taxes required to be filed by the ------- Company state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Except as set forth in Section 2.16(b) of the Company Schedule, the Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, forms, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have has timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. All such Returns were correct and complete in all material respects and have been completed in accordance with applicable law. The Company and each of its subsidiaries have has paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (iA) The Company and each of its subsidiaries have timely filed all federal, provincial, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authoritysubsidiaries, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have timely paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNSReturns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not not, individually or in the aggregate, material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authoritysubsidiaries, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS"“Returns”) relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company , and each of its subsidiaries have paid all Taxes shown to be due on such ReturnsReturns on a timely basis.

Tax Returns and Audits. (i) The Company and each of its subsidiaries have timely filed all federal, state, 23 local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.