Common use of Tax Returns and Taxes Clause in Contracts

Tax Returns and Taxes. (a) The Company and its Subsidiaries have filed all Tax Returns (as hereinafter defined) required to be filed by it. Except with respect to any contested liability for Taxes (as hereinafter defined), as set forth on Schedule 2.20 hereto, all such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company and any of its Subsidiaries (whether or not shown on any Tax Return) have been paid except for (i) Taxes accrued but not yet payable, (ii) Taxes which are being contested in good faith, and (iii) Taxes, the non-payment of which could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has received any notice of assessment of additional Taxes that is currently pending. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or executed or filed with any Tax authority any agreement or document extending the period of assessment of any Taxes, and the Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. Except as set forth on Schedule 2.20, there are no claims, examinations, audits, proceedings or proposed deficiencies for or in respect of Taxes pending or, to the Company's knowledge, threatened against the Company or its Subsidiaries. No claim has been made in writing to the Company or its Subsidiaries in the past three years by an authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no recorded Tax Liens on any of the assets of the Company and its Subsidiaries, nor are there any security interests on any of the assets of the Company and its Subsidiaries that arose in connection with any failure (or alleged failure) of the Company or any of its Subsidiaries to pay any Tax (other than Liens and security interests for Taxes not yet due and payable or for Taxes that the Company (or any of its Subsidiaries, as applicable) is contesting in good faith).

Tax Returns and Taxes. CEC and each Subsidiary has with respect to the VA Business (ai) The Company and its Subsidiaries have timely filed all federal, state, local and foreign tax returns, reports, statements and other similar filings (the "Tax Returns (as hereinafter definedReturns") which are required to be filed by it. Except with respect to any contested liability for Taxes federal, state, local or foreign income, payroll, withholding, excise, sales, use, personal property, occupancy, business, mercantile, real estate, capital stock, franchise or other taxes (as hereinafter definedthe "Taxes"), as set forth on Schedule 2.20 hereto, all such Tax Returns were correct ; and complete in all material respects. All Taxes owed by the Company and any of its Subsidiaries (whether or not shown on any Tax Return) have been paid except for (i) Taxes accrued but not yet payable, (ii) Taxes which are being contested in good faith, and (iii) paid all Taxes, interest, penalties, assessments and deficiencies due or assessed pursuant to the non-payment Tax Returns. All Tax Returns properly reflect the liabilities of which could not reasonably be expected to result in a Material Adverse EffectCEC and each Subsidiary for Taxes for the periods, properties or events covered thereby. Except as set forth on Schedule 2.203.20, none no current extensions of the Company and its Subsidiaries time in which to file any Tax Returns have been executed or filed with any taxing authority; neither CEC nor any Subsidiary has received any notice of assessment of additional Taxes that is currently pending. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or not executed or filed with any Tax taxing authority any agreement or document extending the period of assessment of any Taxes, and the Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. Except as set forth on Schedule 2.20, ; there are no claims, examinations, audits, proceedings or proposed deficiencies for or in respect of Taxes pending or, to the Company's knowledgeknowledge of CEC and the Subsidiaries, threatened against the Company CEC or its Subsidiaries. No claim has been made in writing to the Company or its Subsidiaries any Subsidiary; and CEC and each Subsidiary are current in the past three years by an authority in a jurisdiction where the Company payment of all withholding and its Subsidiaries do not file Tax Returns that it is or may be subject to taxation by that jurisdictionother employee Taxes which are due and payable. There are no recorded Tax Liens on any of the assets of the Company and its Subsidiaries, nor are there any security interests on any of the assets of the Company and its Subsidiaries that arose in connection with any failure (or alleged failure) of the Company or any of its Subsidiaries to pay any Tax (other than Liens and security interests The accruals for Taxes not yet due and payable or contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes that for all periods ending on or before December 31, 1996, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after December 31, 1996, have been paid or are adequately reserved against on the Company (books of CEC or any of its the Subsidiaries, as applicable) is contesting in good faith).

Tax Returns and Taxes. (a) The Company and its Subsidiaries have filed all Tax Returns (as hereinafter defined) required to be filed by it. Except with respect to any contested liability for Taxes (as hereinafter defined), as set forth on Schedule 2.20 hereto, all such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company and any of its Subsidiaries (whether or not shown on any Tax Return) have been paid except for (i) Taxes accrued but not yet payable, (ii) Taxes which are being contested in good faith, and (iii) Taxes, the non-payment of which could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 2.203.16, none (a) the Seller has (i) timely filed, with respect to those Tax Returns (as defined herein) previously due, and will timely file in the future, with respect to those Tax Returns not yet due, all material federal, state, local and foreign tax returns, reports, statements and other similar filings (the "Tax Returns") which include any periods prior to the First Closing Date and are required to be filed by the Seller with respect to any federal, state, local or foreign income, payroll, withholding, excise, sales, use, personal property, occupancy, business, mercantile, real estate, capital stock, franchise or other taxes (the "Taxes"); and (ii) timely paid, or will timely pay, all material Taxes, interest, penalties, assessments and deficiencies due or assessed pursuant to such Tax Returns; (b) all such Tax Returns properly reflect the liabilities of the Company and its Subsidiaries Seller for Taxes for the periods, properties or events covered thereby in all material respects; (c) no extensions of time in which to file any Tax Returns for the State of Michigan or any jurisdiction within the State of Michigan have been executed or filed with any taxing authority; (d) the Seller has not received any notice of assessment of additional Taxes that is currently pending. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or not executed or filed with any Tax taxing authority any agreement or document extending the period of assessment of any Taxes, and the Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. Except as set forth on Schedule 2.20, ; (e) there are no claims, examinations, audits, proceedings or proposed deficiencies for or in respect of material Taxes pending or, to the Company's knowledgeknowledge of the Seller, threatened against the Company Seller (f) the Seller is current in the payment of all withholding and other employee Taxes for the State of Michigan or its Subsidiaries. No any jurisdiction in the State of Michigan which are due and payable; (g) the accruals for Taxes contained in the books of the Seller are adequate to cover all outstanding liabilities for Taxes of the Seller for all periods or portions thereof ending on the First Closing Date; and (h) to the knowledge of Seller, no claim has ever been made in writing to the Company or its Subsidiaries in the past three years by an authority in a jurisdiction where the Company and its Subsidiaries do Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no recorded Tax Liens on any of the assets of the Company and its Subsidiaries, nor are there any security interests on any of the assets of the Company and its Subsidiaries that arose in connection with any failure (or alleged failure) of the Company or any of its Subsidiaries to pay any Tax (other than Liens and security interests for Taxes not yet due and payable or for Taxes that the Company (or any of its Subsidiaries, as applicable) is contesting in good faith).

Tax Returns and Taxes. (a) The Company and its Subsidiaries have filed all Tax Returns (as hereinafter defined) required to be filed by it. Except with respect to any contested liability for Taxes (as hereinafter defined), as set forth on Schedule 2.20 hereto, all such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company and any of its Subsidiaries (whether or not shown on any Tax Return) have been paid except for (i) Taxes accrued but not yet payable, (ii) Taxes which are being contested in good faith, and (iii) Taxes, the non-payment of which could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 2.203.16, none (a) the Seller has (i) timely filed, with respect to those Tax Returns (as defined herein) previously due, and will timely file in the future, with respect to those Tax Returns not yet due, all material federal, state, local and foreign tax returns, reports, statements and other similar filings (the "Tax Returns") which include any periods prior to the First Closing Date and are required to be filed by the Seller with respect to any federal, state, local or foreign income, payroll, withholding, excise, sales, use, personal property, occupancy, business, mercantile, real estate, capital stock, franchise or other taxes (the "Taxes"); and (ii) timely paid, or will timely pay, all material Taxes, interest, penalties, assessments and deficiencies due or assessed pursuant to such Tax Returns; (b) all such Tax Returns properly reflect the liabilities of the Company and its Subsidiaries Seller for Taxes for the periods, properties or events covered thereby in all material respects; (c) no extensions of time in which to file any Tax Returns for the State of Ohio or any jurisdiction within the State of Ohio have been executed or filed with any taxing authority; (d) the Seller has not received any notice of assessment of additional Taxes that is currently pending. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or not executed or filed with any Tax taxing authority any agreement or document extending the period of assessment of any Taxes, and the Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. Except as set forth on Schedule 2.20, ; (e) there are no claims, examinations, audits, proceedings or proposed deficiencies for or in respect of material Taxes pending or, to the Company's knowledgeknowledge of the Seller, threatened against the Company Seller (f) the Seller is current in the payment of all withholding and other employee Taxes for the State of Ohio or its Subsidiaries. No any jurisdiction in the State of Ohio which are due and payable; (g) the accruals for Taxes contained in the books of the Seller are adequate to cover all outstanding liabilities for Taxes of the Seller for all periods or portions thereof ending on the First Closing Date; and (h) to the knowledge of Seller, no claim has ever been made in writing to the Company or its Subsidiaries in the past three years by an authority in a jurisdiction where the Company and its Subsidiaries do Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no recorded Tax Liens on any of the assets of the Company and its Subsidiaries, nor are there any security interests on any of the assets of the Company and its Subsidiaries that arose in connection with any failure (or alleged failure) of the Company or any of its Subsidiaries to pay any Tax (other than Liens and security interests for Taxes not yet due and payable or for Taxes that the Company (or any of its Subsidiaries, as applicable) is contesting in good faith).

Tax Returns and Taxes. (a) The Company and its Subsidiaries have Except as set forth in Schedule 3.20, Seller has (i) timely filed all federal, state, local and foreign tax returns, reports, statements and other similar filings (the "Tax Returns (as hereinafter definedReturns") which are required to be filed by it. Except Seller with respect to any contested liability for Taxes federal, state, local or foreign income, payroll, disability, withholding, excise, sales, use, personal property, occupancy, business, mercantile, real estate, capital stock, franchise or other taxes (as hereinafter definedthe "Taxes"), as set forth on Schedule 2.20 hereto, all such Tax Returns were correct ; and complete in all material respects. All Taxes owed by the Company and any of its Subsidiaries (whether or not shown on any Tax Return) have been paid except for (i) Taxes accrued but not yet payable, (ii) Taxes which are being contested in good faith, and (iii) paid all Taxes, interest, penalties, assessments and deficiencies due or assessed pursuant to the non-payment Tax Returns. All Tax Returns properly reflect the liabilities of which could not reasonably be expected to result in a Material Adverse EffectSeller for Taxes for the periods, properties or events covered thereby. Except as set forth on Schedule 2.203.20, none no extensions of the Company and its Subsidiaries time in which to file any Tax Returns have been executed or filed with any taxing authority. Seller has not received any notice of assessment of additional Taxes that is currently pending. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or not executed or filed with any Tax taxing authority any agreement or document extending the period of assessment of any Taxes. There are no claims, examinations, proceedings or proposed deficiencies for Taxes pending or, to the knowledge of Seller and the Shareholders, threatened against Seller. Seller is current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-closing Balance Sheet are adequate to cover all liabilities for Taxes of Seller for all periods ending on or before June 30, 1999, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after December 31, 1998, have been paid or are adequately reserved against on the Company and its Subsidiaries are not currently the beneficiary books of any extension of time within which to file any Tax ReturnSeller. Except as set forth on Schedule 2.2033.20, there are no claims, examinations, audits, proceedings Seller has not been audited by the Internal Revenue Service or proposed deficiencies for any other governmental agency or in respect of Taxes pending or, to the Company's knowledge, threatened against the Company or its Subsidiaries. No claim has been made in writing to the Company or its Subsidiaries in authority within the past three years by an authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no recorded Tax Liens on any of the assets of the Company and its Subsidiaries, nor are there any security interests on any of the assets of the Company and its Subsidiaries that arose in connection with any failure (or alleged failure) of the Company or any of its Subsidiaries to pay any Tax (other than Liens and security interests for Taxes not yet due and payable or for Taxes that the Company (or any of its Subsidiaries, as applicable) is contesting in good faith)five years.

Tax Returns and Taxes. (a) The Company and its Subsidiaries have has (i) timely filed all Tax Returns (as hereinafter defined) which are required to be filed by it. Except with respect to any contested liability for the Company; and (ii) paid all Taxes (as hereinafter defined), as set forth on Schedule 2.20 hereto, all such Tax Returns were correct and complete in all material respects. All Taxes owed due by or assessed against the Company and any of its Subsidiaries (whether or not shown on any Tax Return) have been paid except Returns). All Tax Returns properly reflect the liabilities of the Company for (i) Taxes accrued but not yet payablefor the periods, (ii) Taxes which are being contested in good faith, and (iii) Taxes, the non-payment of which could not reasonably be expected to result in a Material Adverse Effectproperties or events covered thereby. Except as set forth on in Schedule 2.203.23, none no extensions of the time in which to file any Tax Returns have been executed or filed with any taxing authority. The Company and its Subsidiaries has not received any notice of assessment of additional Taxes that is currently pending. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or not executed or filed with any Tax taxing authority any agreement waiving or document extending the period of assessment of any Taxes, and the Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. Except as set forth on Schedule 2.20, there There are no claims, examinations, audits, proceedings Proceedings or proposed deficiencies for or in respect of Taxes pending or, to the Company's knowledgeknowledge of Seller, threatened against the Company. The Company or its Subsidiaries. No claim has been made in writing withheld and paid over to the Company or its Subsidiaries in the past three years by an appropriate taxing authority in a jurisdiction where the Company all Taxes required to have been withheld and its Subsidiaries do not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no recorded Tax Liens on any of the assets of the Company and its Subsidiaries, nor are there any security interests on any of the assets of the Company and its Subsidiaries that arose paid in connection with any failure (amounts paid or alleged failure) owing to any employee, independent contractor, creditor or other third party. Except as set forth in Schedule 3.23, the accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company for all periods ending on or before the date of the Pre-Closing Balance Sheet, and include adequate provisions for all deferred Taxes. Except as set forth in Schedule 3.23, all Taxes for periods beginning after the date of the Pre-Closing Balance Sheet, have been paid or are adequately reserved against on the books of the Company. Except as set forth in Schedule 3.23, the Company has not been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. The Company has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could require it to make any payments, that are not deductible under Section 280G of its Subsidiaries to pay the Code. The Company does not have any Tax (liability for Taxes of any Person other than Liens and security interests for Taxes not yet due and payable or for Taxes that itself (i) under Section 1.1502-6 of the Company Treasury regulations (or any similar provision of its Subsidiariesstate, local or foreign law), (ii) as applicablea transferee or successor, (iii) is contesting in good faith)by Contract or (iv) otherwise.