Common use of Tax Returns and Payments; Pension Contributions Clause in Contracts

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all federal, state, material foreign and material local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on in the Perfection Certificate (as delivered to Bank on the Effective Date)Certificate, Borrower has timely filed (taking into account all applicable extension periods) all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Except as set forth in the Perfection Certificate, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) for failure to pay in a timely manner state and local taxes that could not reasonably be expected to cause a material adverse effect on Borrower’s business and that has not created a Lien on any Collateral other than a Permitted Lien. To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware not aware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower in excess of One Hundred Thousand Dollars ($100,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such defined benefit plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower. , except for the failure to timely pay state and local taxes that could not reasonably be expected to cause a Material Adverse Change and that could not reasonably be expected to create a Lien on any Collateral other than a “Permitted Lien.” Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank Collateral Agent and each Lender in writing of the commencement of, and any material development in, any proceedings in which the proceedingsamount of contested taxes exceeds or reasonably would be expected to exceed Fifty Thousand Dollars ($50,000.00), and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, as applicable, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency, as applicable.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed filed, or has obtained extensions for filing, all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower in excess of Twenty-Five Thousand Dollars ($25,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,00050,000.00), Borrower shall (i) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower in excess of Fifty Thousand Dollars ($50,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, except for returns and reports for taxes, assessments, deposits and contributions in an aggregate amount not exceeding Twenty-Five Thousand Dollars ($25,000.00), and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower, except for taxes, assessments, deposits and contributions in an aggregate amount not exceeding Twenty-Five Thousand Dollars ($25,000.00). Borrower may defer payment of any contested taxes, ; provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could would reasonably be expected to result in additional taxes becoming due and payable by Borrower. Borrower (x) has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower (y) has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could would reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency, except where Borrower’s failure to do so would not reasonably be expected to have a material adverse effect on Borrower’s business.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate Borrower (as delivered to Bank on the Effective Date), Borrower i) has timely filed all required federal stateincome, material foreign payroll and material local sales tax returns and reports, reports and Borrower has timely paid all such taxes owed by Borrower; and (ii) subject to the following proviso, except as would relate to tax obligations not in the aggregate in excess of $250,000 (the “Exception Amount”), has timely filed all other tax returns and reports and timely paid all other foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower, as long as the failure to pay the Exception Amount of taxes would not reasonably be expected to result in a Material Adverse Change. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank in writing of the commencement of, and any material development inin excess of 250,000, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $100,000 or more becoming due and payable by BorrowerBorrower or that otherwise would reasonably be expected to result in a Material Adverse Change. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign income and material local tax other Tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions Taxes owed by BorrowerBorrower except to the extent (i) such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor or (ii) such Taxes do not exceed an amount of One Hundred Thousand Dollars ($100,000.00). To the extent Borrower may defer defers payment of any contested taxesTaxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes Taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any written claims or adjustments proposed by a Governmental Authority for any of Borrower’s prior tax Tax years which could would result in additional taxes Taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower which are due and payable (except such as are being contested in good faith) unless the failure to timely pay such taxes, assessments, deposits or contributions could not reasonably be expected to result in a material adverse effect on the Borrower’s business or operations. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Each Borrower has timely filed all income tax and other material required federal state, material foreign and material local tax returns and reports, and each Borrower has timely paid all income tax and other material foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrowersuch Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. To the extent any Borrower may defer defers payment of any contested taxes, provided that such Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Except as disclosed in the Perfection Certificates, no Borrower is unaware aware of any claims or adjustments proposed for any of such Borrower’s prior tax years which could result in additional taxes becoming due and payable by such Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and no Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of such Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, or duly filed valid extensions thereof, and Borrower has timely paid when due and payable all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank notify Agent in writing of the commencement of, and any material development in, the proceedings, proceedings and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower in excess of Fifty Thousand Dollars ($50,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed (or timely filed extensions for) all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid (or timely filed extensions for) all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower, except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate exceed Fifty Thousand Dollars ($50,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware not aware of any claims or adjustments proposed in writing for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower in excess of Fifty Thousand Dollars ($50,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all “required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed [**] Dollars ($[**]). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts if such contested amount is in excess of Two Hundred Fifty Thousand [**] Dollars ($250,000) in the aggregate[**]), notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower in excess of [**] Dollars ($[**]). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.”

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, except for tax returns and reports for amounts which do not exceed One Hundred Thousand Dollars ($100,000) in the aggregate and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign provincial and material local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested except to the extent such taxes, provided that Borrower (a) assessments, deposits and contributions are being contested in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor or except where the failure to file or make such payments could not reasonably be expected to have a Material Adverse Effect. To the extent Borrower defers payment of any material contested taxes, Borrower shall (bi) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower that could reasonably be expected to have a Material Adverse Effect. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency, in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except to the extent such taxes are being contested in good faith by appropriate proceedings in accordance with applicable law, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. Borrower may defer To the extent the payment of any duly assessed and payable taxes is deferred by Borrower as a result of such taxes being contested taxesby Borrower, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Other than as set forth in the Perfection Certificate, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and SimilarWeb – Loan and Security Agreement deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed [****]. To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower in excess of [****]. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Each Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and each Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrowersuch Borrower except (a) to the extent such taxes, assessments, deposits or contributions are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Thousand Dollars ($200,000.00). To the extent either Borrower may defer defers payment of any contested taxes, provided that such Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrowers in excess of Two Hundred Thousand Dollars ($200,000.00). Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of either Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reportsreports (or validly filed extensions therefor), and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower except (a) to the extent such taxes are being contested in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) with respect to amounts if such taxes, assessments, deposits and contributions do not, individually or in excess of the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000250,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed (taking into account any extensions) all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by BorrowerBorrower in excess of Twenty-Five Thousand Dollars ($25,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax Tax returns and reportsreports (or duly filed valid extensions thereof), and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxesTaxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower except (a) to the extent such Taxes are being contested in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) with respect to amounts if such Taxes, assessments, deposits and contributions do not, individually or in excess of Two Hundred the aggregate, exceed Fifty Thousand Dollars ($250,00050,000.00). To the extent Borrower defers payment of any contested Taxes, Borrower shall (i) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes Taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes Taxes becoming due and payable by BorrowerBorrower in excess of Fifty Thousand Dollars ($50,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Except for an ongoing audit of Borrower’s United States Federal corporate income tax return for Borrower’s taxable year 2008 (and concomitant potential state and local adjustments based on the results of that audit), as of the Effective Date, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower and each of its Subsidiaries has timely filed all required federal state, material foreign and material local tax returns and reports, each such tax return is true, correct and complete in all material respects, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, material foreign and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower and such Subsidiaries in an amount greater than Fifty Thousand Dollars ($50,000), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank in writing Collateral Agent of the commencement of, and any material development in, the proceedings, proceeding; and (c) posts bonds adequate reserves or takes any other steps required to prevent appropriate provisions are maintained on the Governmental Authority levying books of such contested taxes from obtaining a Lien upon any Borrower or Subsidiary, as applicable, in accordance with GAAP and which do not involve, in the reasonable judgment of the Collateral that Agent, any risk of the sale, forfeiture or loss of any material portion of the Collateral. Neither Borrower nor any of its Subsidiaries is other than a “Permitted Lien”. Borrower is unaware aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower or its Subsidiaries. Borrower has and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower has not nor any of its Subsidiaries have, withdrawn from participation in, and has have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed (taking into account any extensions) all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by BorrowerBorrower in excess of Twenty-Five Thousand Dollars ($25,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, state, material foreign state and material local taxes, assessments, deposits and contributions owed by Borrower, except (i) as set forth in Schedule 5.8, (ii) as permitted in the next sentence and (iii) for immaterial local taxes not exceeding ten thousand dollars ($10,000.00) to the extent that Borrower has no knowledge that such tax was due; provided, that, Borrower agrees to comply with the requirements of Section 6.4 upon becoming aware of the existence of such tax. Borrower may defer payment of any contested taxes, provided provided, however, that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as delivered to Bank on the Effective Date), Borrower has timely filed filed, and will timely file, all Non-trivial required federal state, material foreign and material local tax returns Tax Returns and reports, and Borrower has timely paid paid, and will timely pay, all federal, state, material foreign and material local taxes, assessments, deposits and contributions Non-trivial Taxes now or in the future owed by Borrower. So long as no Default has occurred and so long as the filing of a lien or taking of Collateral has not been noticed or is not reasonably imminent, PFG will deem any such amounts aggregating less than $50,000 to be Trivial. Notwithstanding the foregoing, Borrower may defer payment pay­ment of any Taxes which are contested taxesby Borrower in good faith, provided that Borrower (ai) in good faith contests its obligation to pay the taxes same by appropriate proceedings promptly and diligently instituted insti­tuted and conducted, and (bii) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank PFG in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other such steps required as are reasonably necessary to prevent the Governmental Authority levying ensure such contested taxes from obtaining Taxes do not result in a recorded Lien upon or seizure of any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present pre­sent and future pension, profit sharing and deferred compensation com­pensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including in­cluding any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body.