Common use of Tax Returns; Other Reports Clause in Contracts

Tax Returns; Other Reports. Seller has as of the date hereof, and will have as of the Closing Date, timely filed in proper form all Tax Returns and all other reports that reasonably may affect Buyer's rights to and ownership of the Assets, the Systems or the Business that are required to be filed as of the date hereof, or which are required to be filed on or before the Closing Date, as the case may be, and all such Tax Returns were prepared in good faith and are accurate and complete in all material respects, and, to the best of Seller's knowledge, there is no basis for assessment of any addition to any Taxes shown thereon. Except as set forth on Schedule 5.9, all Taxes due or ------------ payable by Seller and the Partners on or before the date hereof or the Closing Date, as the case may be, the non-payment of which could result in a lien upon the Assets, any of the Systems or the Business (including any Taxes, liabilities or amounts owing resulting from liability of Seller as the transferee of the assets of, or successor to, any other corporation or entity or resulting by reason of Seller having been a member of any group of corporations filing a consolidated, combined or unitary Tax Return) have been or will be timely paid, except to the extent any such Taxes (as set forth as of the date hereof on Schedule 5.9) are being contested in good faith by appropriate proceedings by ------------ Seller and for which adequate reserves for any disputed amounts shall have been established in accordance with GAAP. Except as set forth on Schedule 5.9, as of ------------ the date hereof, there has been no Tax examination, audit, proceeding or investigation of Seller, or with respect to the Assets, the System or the Business, by any relevant Taxing Authority, and Seller does not have any outstanding Tax deficiency or assessment. Except as set forth on Schedule 5.9, ------------ there are no pending or, to the best of Seller's knowledge, threatened actions, audits, examination, proceedings or investigations, by any relevant Taxing Authority with respect to Seller, the Assets, the Systems, or the Business. There is no outstanding request for an extension of time within which to pay any Taxes with respect to Seller, the Assets, the Systems or the Business. Seller has withheld and paid in a timely manner to all relevant Taxing Authorities all payments for withholding Taxes, unemployment insurance and other amounts required to be withheld and paid. All Taxes of or with respect to Seller, the Assets, the Systems and the Business relating to the period prior to the Closing shall be the responsibility of Seller.

Tax Returns; Other Reports. Seller has as of the date hereof, and will have as of the Closing Date, timely filed in proper form all Tax Returns and all other reports that reasonably may affect Buyer's rights to and ownership of the Assets, the Systems or the Business that are required to be filed as of the date hereof, or which are required to be filed on or before the Closing Date, as the case may be, and all such Tax Returns were prepared in good faith and are accurate and complete in all material respects, and, to the best of Seller's knowledge, there is no basis for assessment of any addition to any Taxes shown thereon. Except as set forth on Schedule 5.9, all Taxes due or ------------ payable by Seller and the Partners on or before the date hereof or the Closing Date, as the case may be, the non-payment of which could result in a lien upon the Assets, any of the Systems or the Business (including any Taxes, liabilities or amounts owing resulting from liability of Seller as the transferee of the assets of, or successor to, any other corporation or entity or resulting by reason of Seller having been a member of any group of corporations filing a consolidated, combined or unitary Tax Return) have been or will be timely paid, except to the extent any such Taxes (as set forth as of the date hereof on Schedule 5.9) are being ------------ contested in good faith by appropriate proceedings by ------------ Seller and for which adequate reserves for any disputed amounts shall have been established in accordance with GAAP. Except as set forth on Schedule 5.9, as of ------------ the date ------------ hereof, there has been no Tax examination, audit, proceeding or investigation of Seller, or with respect to the Assets, the System or the Business, by any relevant Taxing Authority, and Seller does not have any outstanding Tax deficiency or assessment. Except as set forth on Schedule 5.9, ------------ there are no ------------ pending or, to the best of Seller's knowledge, threatened actions, audits, examination, proceedings or investigations, by any relevant Taxing Authority with respect to Seller, the Assets, the Systems, or the Business. There is no outstanding request for an extension of time within which to pay any Taxes with respect to Seller, the Assets, the Systems or the Business. Seller has withheld and paid in a timely manner to all relevant Taxing Authorities all payments for withholding Taxes, unemployment insurance and other amounts required to be withheld and paid. All Taxes of or with respect to Seller, the Assets, the Systems and the Business relating to the period prior to the Closing shall be the responsibility of Seller.

Tax Returns; Other Reports. Each Seller has as of the date hereof, duly and will have as of the Closing Date, timely filed in proper correct form all Tax Returns federal, state and local income, franchise, sales, use, property, excise, payroll, unclaimed property and other tax returns and all other reports that reasonably may affect Buyer's rights (whether or not relating to and ownership of the Assets, the Systems or the Business that are taxes) required to be filed as by such Seller and has timely paid all taxes, fees and assessments of whatever nature due and payable by such Seller the date hereof, or failure of which are required to be filed or paid could affect, or result in the imposition of an Encumbrance upon, the Assets or that could impose on Buyer any transferee liability for any taxes, penalties or interest due or to become due from either Seller in regard to tax liabilities of the Sellers arising before the Closing Date, except such amounts as the case may be, are being contested diligently and all such Tax Returns were prepared in good faith and are accurate and complete not in all material respects, and, to the best of Seller's knowledge, there is no basis for assessment of any addition to any Taxes shown thereonaggregate material. Except as set forth on Schedule 5.98, all Taxes due there are no outstanding agreements or ------------ payable by Seller and waivers extending the Partners on statutory period of limitations applicable to any federal, state, local or before the date hereof or the Closing Date, as the case may be, the non-payment of which could result in a lien upon the Assets, any of the Systems or the Business (including any Taxes, liabilities or amounts owing resulting from liability of Seller as the transferee of the assets of, or successor to, any other corporation or entity or resulting by reason of Seller having been a member of any group of corporations filing a consolidated, combined or unitary Tax Return) have been or will be timely paid, except to the extent any such Taxes (as set forth as of the date hereof on Schedule 5.9) are being contested in good faith by appropriate proceedings by ------------ Seller and for which adequate reserves foreign income tax return for any disputed amounts shall have been established in accordance with GAAP. Except period, and except as set forth on Schedule 5.98, as of ------------ the date hereof, there has been no Tax examination, audit, proceeding or investigation of Seller, or with respect to the Assets, the System or the Business, by any relevant Taxing Authority, and Seller does not have any outstanding Tax deficiency or assessment. Except as set forth on Schedule 5.9, ------------ there are no pending ortax audits pending. Neither Seller has received any notice of, to nor does either Seller have any knowledge of, any deficiency, assessment or audit, or proposed deficiency, assessment or audit from any Governmental Authority which could affect, or result in the best imposition of Seller's knowledge, threatened actions, audits, examination, proceedings or investigations, by any relevant Taxing Authority with respect to Selleran Encumbrance upon, the AssetsAssets or that could impose on Buyer any transferee liability for any taxes, penalties or interest due or to become due from either Seller in regard to tax liabilities of either of the Systems, or the Business. There is no outstanding request for an extension of time within which to pay any Taxes with respect to Seller, the Assets, the Systems or the Business. Seller has withheld and paid in a timely manner to all relevant Taxing Authorities all payments for withholding Taxes, unemployment insurance and other amounts required to be withheld and paid. All Taxes of or with respect to Seller, the Assets, the Systems and the Business relating to the period prior to Sellers arising before the Closing shall be the responsibility of SellerDate.