Common use of Tax Returns, Payments and Elections Clause in Contracts

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company and each Subsidiary has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company and each Subsidiary has paid all taxes and other assessments due, except those contested by it them in good faith that are listed in the Schedule of Exceptions. The provision for taxes of the Company and each Subsidiary as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company and each Subsidiary has not elected pursuant to the Internal Revenue Xxxxxxxx Xxxxxxx Code of 1986, as amended (the "“Code"”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it have they made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted ’s or any of its properties Subsidiary’s business, financial condition or material assetsproperties. The Company elected pursuant to To the Internal Revenue Code of 1986Company’s knowledge, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income each Subsidiary has properly classified, for federal, state and filed foreign tax returns consistently therewith from February 20purposes, 1997 to November 17all employees, 1997consultants, whereupon the Company terminated its Subchapter S Electionindependent contractors and other service providers. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of To the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements’s knowledge, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company each Subsidiary has withheld or collected from each payment made to each of its such entity’s employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and each such entity has paid the same to the proper tax receiving officers or authorized depositories. To the Company’s knowledge, none of the Company or any Subsidiary has any obligation to employees or other service providers with respect to deferred compensation arrangements which might be subject to excise tax under Section 409A of the Code. To the Company’s knowledge, the Company and each Subsidiary has withheld or collected all amounts required to be withheld or collected under Sections 1441 and 1442 of the Code, or any similar provision under state, local, or foreign tax law (including, but not limited to, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes, United Kingdom’s PAYE tax and taxes due under the UK’s National Insurance scheme and other foreign taxes). None of the Company or any Subsidiary has participated or engaged in any transaction described as a reportable transaction within the meaning of Treasury Regulations Section 1.6011-4(b), or any transaction described under similar provisions of state or local law. For purposes of this Section 2.23, “tax” (and, with correlative meaning, “taxes” and “taxable”) means any and all taxes including, without limitation, (a) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, business (taxe professionnelle), value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, social contributions, including without limitation social security contributions, Contribution Sociale Généralisée, Contribution Au Remboursement de la Dette Sociale, contributions paid to unemployment insurance agencies, contributions to voluntary additional or supplementary retirements plans, contributions to voluntary medical, life and disability plans, and any other taxes, withholding or contributions assessed in whole or in part on wages or salaries, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any governmental entity responsible for the imposition of any such tax (domestic or foreign), (b) any liability for the payment of any amounts of the type described in (a) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor and (c) any liability for the payment of any amounts of the type described in (a) or (b) as a result of any express or implied obligation to indemnify any other person.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith faith, if any, that are listed in Schedule 2.26 of the Schedule of Exceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respectsrespects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of ExceptionsExceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "“Code"”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's ’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns has have ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company and each Subsidiary has filed all tax returns and reports (including information returns and reports) as required by lawlaw except to the extent that the failure to so file did not and does not have a Material Adverse Effect. These returns and reports are true and correct in all material respects. The Company and each Subsidiary has paid or made provision for payment of all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptionsshown as due on such returns. The provision for taxes of the Company and the Subsidiaries as shown in the Financial Statements (as hereinafter defined) is adequate in all material respects for taxes all taxes, assessments and governmental charges due or accrued as of the date thereofthereof with respect to its business, properties and operations. The Neither the Company nor any Subsidiary has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a collapsible Subchapter S corporation pursuant to Section 1362(a) or a collapsible corporation pursuant to Section 341(f) of the Code, nor has it the Company or any Subsidiary made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assetsMaterial Adverse Effect. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and Neither the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have nor any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company Subsidiary has never had any tax deficiency proposed or assessed against it by the Internal Revenue Service or any other foreign, federal, state or local taxing authority and none have been asserted in writing or, to the Company's Knowledge, threatened at any time for additional taxes. Neither the Company nor any Subsidiary has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns charge and none of its the foreign, federal, state or local income or franchise tax or sales or use tax returns has have ever been audited by governmental authorities. Since the date of the Financial Statements, neither the Company nor any Subsidiary has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company and each Subsidiary has withheld or collected from each payment made to each of its respective employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) and foreign taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Hearing has timely filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company Hearing has paid all taxes and other assessments that have become due, except those contested by it in good faith that are listed in Section 2.20 of the Schedule of ExceptionsDisclosure Schedule, and has established adequate reserves therefor. The provision for taxes of the Company Hearing as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Hearing has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or and Section 341(f) of the Code, respectively, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyHearing, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have including any liability or any potential or deferred liability for taxes pursuant to consent under Section 1371(d)(2), Section 1374 or Section 1375 336(e) of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company Hearing has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the CompanyHearing's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company Hearing has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Hearing has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respectsrespects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in Section 2.24 of the Schedule of ExceptionsExceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "“Code"”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's ’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial StatementsStatement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax ----------------------------------- returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a collapsible Subchapter S corporation pursuant to Section 1362(a) or of the Code, nor has it made an election pursuant to Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Each of the Company and International: (i) has timely filed all tax returns that are required to have been filed by it with all appropriate federal, state, county and reports local governmental agencies (including information and all such returns and reportsfairly reflect the Company’s or International, as applicable, operations for tax purposes); (ii) as required by law. These returns and reports are true and correct in all material respects. The Company has timely paid all taxes and other assessments dueowed by it, except including but not limited to those for which it is obligated to withhold from amounts owing to any employee (including without limitation social security taxes), creditor or third party (other than taxes the validity of which are being contested by it in good faith that by appropriate proceedings); and (iii) has not waived any statute of limitations with respect to taxes or agreed to any extension of time with respect to a tax assessment or deficiency. The assessment of any additional taxes for periods for which returns have been filed is not expected to exceed the recorded liability therefor, and, there are listed no material unresolved questions or claims concerning the Company’s or International’s tax liability. Neither the Company’s or International’s tax returns have been reviewed or audited by any federal, state, local or county taxing authority. There is no pending dispute with any taxing authority relating to any of said returns which, if determined adversely to the Company or International, would result in the Schedule assertion by any taxing authority of Exceptionsany valid deficiency in any material amount for taxes. The provision for taxes of Neither the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company nor International has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "“Code"”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it either party made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyCompany or International, its their financial condition, its their business as presently conducted or proposed to be conducted or any of its their properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Except as set forth in the Schedule of Exceptions, the Company has timely filed all tax Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including without limitation estimated Tax returns and reports (including and material information returns and reports) ("Tax Returns") required pursuant to applicable law to be filed with any Tax Authority (as required by law. These returns and reports defined below), all such Tax Returns are true accurate, complete and correct in all material respects. The , and the Company has timely paid all taxes and other assessments Taxes due, except those contested by it in good faith that are listed in the Schedule of Exceptions. The provision for taxes of ; the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company not aware that it has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code any applicable Tax laws, rules and regulations (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on a consolidated basis on the CompanyCompany and its subsidiaries, its their respective financial condition, its their respective business as presently conducted or proposed to be conducted or any of its their respective properties or material assets. The Company elected pursuant to the Internal Revenue Code ; since their respective dates of 1986incorporation, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not subsidiaries have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxesTaxes, assessments or governmental charges other than in the ordinary course of business (which includes the Company realizing extraordinary gains or losses), and the Company has made adequate provisions on its respective books of account to the extent required by GAAP for all taxes, assessments actual and governmental charges contingent Taxes with respect to its consolidated business, properties and operations for such period. The ; and the Company has withheld or collected from each payment made to each of its employees, the amount of all taxes Taxes (including, but not limited to, federal United States income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act other foreign taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax Authority. For purposes of this Agreement, the following terms have the following meanings: "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means any and all taxes including, without limitation, (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax receiving officers or authorized depositoriesadditional amount imposed by any United States, local or foreign governmental authority or regulatory body responsible for the imposition of any such tax (domestic or foreign) (a "Tax Authority"), (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor thereof and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of any express or implied obligation to indemnify any other person.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respectsrespects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of ExceptionsExceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "“Code"”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's ’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial StatementsStatement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all ------------------------------------ tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a collapsible Subchapter S corporation pursuant to Section 1362(a) or of the Code, nor has it made an election pursuant to Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. The Company is not party to any contract, arrangement or understanding that could obligate the Company to make a payment to an individual that would be a "parachute payment" to a "disqualified individual," as those terms are defined in Section 280G of the Code, without regard to whether such payment might constitute reasonable compensation for personal services performed or to be performed in the future.