Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. AmeriDyne has duly filed all federal, state, local and other tax returns required to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereon.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed in Schedule 5.18(a): (i) all Tax Returns due to have been filed through the date hereof in accordance with any applicable law have been duly filed and are correct and complete in all federal, state, local and other tax returns required respects; (ii) all Taxes shown to be filed by it due on such Tax Returns have been paid in full or are accrued as liabilities for Taxes on the books and has duly records of the Company; (iii) the amounts so paid on or made before the date hereof, together with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any liability accrued for deferred Taxes to reflect timing differences between book and Tax income) on the balance sheet of the Company as of October 31, 2001, will be adequate provision based on the Tax rates, applicable laws and regulations in effect on the date hereof to satisfy all liabilities for Taxes of the payment Company in any jurisdiction as of all taxes which the date thereof; (iv) there are due and payable pursuant to such returns or pursuant to not now any assessment extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Return have been paid in full, accrued on the books of the Company, or finally settled, and no issue has been raised in any such examination which, by application of the Internal Revenue Service (the "IRS") same or similar principles, reasonably could be expected to result in a proposed deficiency for any other taxing authority period not so examined; (vi) no claims for Taxes have been paidor are currently being asserted, fully settled no audit or adequately provided for in investigation of any Tax Return is currently underway, and no written notice or announcement of any claim, audit or investigation has been received or, to the AmeriDyne Balance Sheet. There are Knowledge of the Company, is pending or threatened; (vii) no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending claim has been made within the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last past three (3) taxable years by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation; (viii) the Company has withheld and made available such paid all Taxes required to have been paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (ix) there are no outstanding waivers or agreements by the Company for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, written notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any Tax authority; (x) there are no Liens for Taxes other than Liens for Taxes which are not yet due and payable, nor are there any Liens which are pending or threatened; (xi) the Company has not been a member of an affiliated group filing a consolidated federal income tax returns requested by Contour. As used in this Agreement, return; (xii) the term "tax" Company does not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or "taxes" means all federal, any similar provision of state, countylocal or foreign law), local as a transferee or successor, by contract or otherwise; (xiii) none of the Assumed Liabilities is an obligation to make a payment that will not be deductible under Code Section 280G; and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies (xiv) the Company is not a party to any Tax allocation or like assessments, together with all penalties and additions to tax and interest thereonsharing agreement.

Tax Returns; Taxes. AmeriDyne (a) SGFC has duly filed (i) all required federal and state tax returns and reports, and (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect materially and adversely its business or operations. To the knowledge of the officers of SGFC (the "SGFC MANAGEMENT"), such returns or reports are, and when filed will be, true, complete and correct, and SGFC has paid, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. To the knowledge of the SGFC Management, all federal, state and local taxes and other governmental charges paid or payable by SGFC have been paid, or have been accrued or reserved on its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. To the knowledge of the SGFC Management, adequate reserves for the payment of taxes have been established on the books of SGFC for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, SGFC shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. SGFC has not received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of the SGFC Management, there is no threatened claim against SGFC, or to the knowledge of the SGFC Management, any basis for any such claim, for payment of any additional federal, state, local and other tax returns required or foreign taxes for any period prior to be filed by it and has duly paid the date of this Agreement in excess of the accruals or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment reserves with respect to taxes any such claim shown in such jurisdictions, whether the 2003 SGFC Financial Statements described in SECTION 6.2.6 below or not disclosed in connection the notes with such returnsrespect thereto. There are no waivers or agreements by SGFC for the extension of time for the assessment of any taxes. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing federal income tax returns of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or SGFC have not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations been examined by the Internal Revenue Service (the "IRS") or for any other taxing authority have been paidperiod since December 31, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are 1997 and no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return is currently the subject of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonan audit.

Tax Returns; Taxes. AmeriDyne has Except as otherwise disclosed on Schedule 4.12 of the Seller Disclosure Schedules, with respect to the Business or the Assets: (a) all Tax Returns of the Seller due to have been filed through the date of the Original Agreement in accordance with any applicable Laws have been duly filed (taking into account valid extensions) and are true, correct and complete in all federalmaterial respects; (b) all Taxes due and owing by the Seller (whether or not shown on any Tax Return) have been paid in full; (c) the amounts so paid on or before the date of the Original Agreement, statetogether with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable) on the books of the Seller, local will be adequate based on the tax rates, applicable Laws and other tax returns required regulations in effect on the date of the Original Agreement to satisfy all liabilities for Taxes of the Seller in any jurisdiction through the Effective Time, including Taxes accruable upon income earned through the Effective Time; (d) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by it and has duly paid that would affect the Business or made adequate provision for the payment of Assets after the Effective Time; (e) all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of Tax Return have been paid in full, accrued on the books of the Seller, or finally settled; (f) no Tax claims have been asserted in writing and no deficiencies for any Taxes are being asserted, proposed or threatened in writing, and no audit or investigation of any Tax Return is currently underway, pending or, to the Knowledge of the Seller, threatened; (g) the Seller has withheld and paid all Taxes required to have been paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (h) there are no outstanding waivers or agreements by the Internal Revenue Service Seller for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, or notice of proposed reassessment of any property owned or leased by the Seller; and (the "IRS"i) or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There there are no pending claims asserted Liens for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne Taxes other than Liens for any period. AmeriDyne has made all estimated income tax deposits Taxes which are not yet due and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonpayable.

Tax Returns; Taxes. AmeriDyne has Except as otherwise disclosed on Schedule 4.21: (i) all Tax Returns due to have been filed by the Company through the date hereof in accordance with all applicable Laws have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local deposits and other payments shown due on any tax returns required return for which the Company has liability have been paid in full or are accrued on the books and records of the Company; (iii) the amounts so paid, together with all amounts accrued as liabilities relating to Taxes (including Taxes accrued as currently payable) on the books of the Company, are, to the Knowledge of the Company, adequate, based on the tax rates and applicable Laws in effect, to satisfy all liabilities for Taxes of the Company in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (iv) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by it and has duly paid or made adequate provision for the payment of Company; (v) all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted and due as a result of any examinations examination of a Tax Return of the Company have been paid in full, accrued on the books of the Company or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably would be expected to result in a material deficiency for any other period not so examined; (vi) no claims have been asserted and, to the Knowledge of the Company, no proposals or deficiencies for any Taxes of the Company are being asserted, proposed or threatened, and no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened; (vii) no claim has ever been made against the Company by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns and where it is or may be subject to taxation; (viii) the Company has withheld and paid all Taxes required to have been paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor or stockholder thereof or other third party; (ix) there are no outstanding waivers or agreements by the Internal Revenue Service (Company or the "IRS") Shareholder for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There authority; (x) there are no Liens for Taxes with respect to the Company or the Assets other than Liens for Taxes that are not yet due and payable, and no such Liens are pending claims asserted or threatened; and (xi) the Company does not have any liability for taxes the Taxes of AmeriDyne any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or its subsidiaries or outstanding agreements or waivers extending the statutory period any similar provision of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour trueor foreign Law), complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested as a transferee or successor, by Contour. As used in this Agreement, the term "tax" contract or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne NextTrip has duly filed all federal, state, local and other tax returns Tax Returns required to be filed (if any) by it or on behalf of NextTrip and has duly paid all Taxes of NextTrip required to have been paid (whether or not reflected on any Tax Return). No Governmental Authority in any jurisdiction has made adequate provision for the payment of all taxes which a claim, assertion or threat to NextTrip that NextTrip is or may be subject to taxation by such jurisdiction; there are due and payable pursuant to such returns or pursuant to any assessment no Liens with respect to taxes Taxes on NextTrip’s property or assets; and there are no Tax rulings, requests for rulings, or closing agreements relating to NextTrip for any period (or portion of a period) that would affect any period after the date hereof. All Taxes that NextTrip is or was required by Law to withhold or collect have been withheld and collected and have been timely paid over in such jurisdictionsthe appropriate amounts to the proper Governmental Authority as required by Law. NextTrip has not distributed stock or shares of another entity, whether nor has NextTrip had its shares or stock distributed by another entity, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code. All related-party transactions involving NextTrip have complied with all transfer pricing requirements in all jurisdictions in which the NextTrip does business, including at arm’s length prices and terms in compliance with Section 482 of the Code. NextTrip has not obtained or sought any Tax savings, Tax deferrals or other Tax benefits under the CARES Act. NextTrip has established adequate accruals and reserves, in connection accordance with such returnsGAAP, on the NextTrip Financial Statements for all Taxes payable by NextTrip for all taxable periods and portions thereof. The liability for taxes reflected on consummation of the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes transactions contemplated by this Agreement, by itself or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or together with any other taxing authority have been paidcontracts, fully settled transactions or adequately provided events, will not cause any amounts to fail to be deductible for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its U.S. federal income tax returns for purposes by virtue of Section 280G of the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonCode.

Tax Returns; Taxes. AmeriDyne CIS is a "small business corporation" and has maintained a valid election to be an "S" corporation under Subchapter S of the Internal Revenue Code of 1986 (the "Code") and the equivalent provisions of all applicable state income tax statutes since the later of (i) the date of its incorporation or (ii) December 31, 1986. Neither the tax imposed on certain built-in gains under Section 1374 of the Code nor the tax imposed on excess net passive income under Section 1375 of the Code applies to CIS. Each of CIS and its subsidiaries has duly filed all federal, state, local and other foreign tax returns required to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on Notwithstanding anything herein to the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between contrary, the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, Stockholders acknowledge that are accrued or applicable for the period ended April 30, 1995 and they shall be responsible for all years taxes arising from the operations of CIS and periods ended its subsidiaries prior theretoto and including the date of the 1996 Balance Sheet. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne 1996 Balance Sheet or the 1996 Subsidiary Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne CIS or any of its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne CIS or any of its subsidiaries for any period. AmeriDyne Each of CIS and its subsidiaries has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local local, foreign and other laws. AmeriDyne CIS has made available to Contour World Access true, complete and correct copies of its federal income tax returns of CIS and its subsidiaries for the last three (3) taxable years and made available such other tax returns of requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonWorld Access.

Tax Returns; Taxes. AmeriDyne The Company and the Subsidiary have filed ------------------- with the appropriate governmental agencies all tax returns and reports, including but not limited to reports of income taxes, withholding and employment taxes, sales and use taxes, property, payroll, ad valorem and other taxes, assessments, fees, levies or governmental charges (collectively, "Taxes"), required to be filed in connection with or affecting the Company or the Subsidiary or the operation of the Company or the Subsidiary and their business, and has duly filed all paid the Taxes shown on their returns or otherwise assessed, levied and due and payable by the Company or the Subsidiary, including related penalties and or interest, to the extent that such Taxes, penalties and/or interest have become due. There is no question to the Knowledge of the Company, the Subsidiary or the Founders relating to any such return or report that, if determined adversely to the Company or the Subsidiary, would result in the assertion of any deficiency for any tax or interest or penalties in connection therewith. Except to the extent specifically set forth in reasonable detail on Schedule 5.10, ------------- neither the Internal Revenue Service nor any other taxing authority or agency is now asserting or, to the Knowledge of the Company, the Subsidiary and the Founders, is threatening to assert, against the Company or the Subsidiary any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith. Neither the Company nor the Subsidiary has been granted any waiver of any statute of limitation with respect to, or been granted any extension of a period for the assessment of, any federal, state, local county, municipal or foreign income tax. The liabilities for Taxes reflected in the balance sheet of the Company and other tax returns required the Subsidiary as of December 31, 1998 and June 30, 1999 (and on any balance sheet furnished by the Company, the Subsidiary or the Founders (if any) delivered prior to be filed by it and has duly paid or made the Closing, for periods subsequent to June 30, 1999), are adequate provision for the payment of to cover all taxes which are Taxes due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictionsaccruable (including interest and penalties, whether or not in connection with such returnsif any, thereon), except for de minimis exceptions only. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct True copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign incomeincome tax returns of the Company and the Subsidiary for the year ended December 31, excise gross receipts1998 have been delivered by the Company, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, the Subsidiary and other taxes, charges, levies or like assessments, together with all penalties and additions the Founders to the Buyer. The Company has duly elected to be treated as a partnership for tax and interest thereonpurposes. The Subsidiary is treated as a "C" corporation for tax purposes.

Tax Returns; Taxes. AmeriDyne has Each of LSI and the LSI Subsidiaries (a) have ------------------ duly filed all federal, state, material local and other foreign tax returns and reports required to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment it, including those with respect to taxes in such jurisdictionsadvance corporation tax, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet capital gains tax, corporation tax, excise duties, income tax (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for including "Pay as You Earn"), inheritance tax, insurance premium tax, National Insurance contributions, stamp duty taxes, value added tax and financial accounting purposes) is sufficient for the payment of all unpaid similar taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits such returns and has complied for all prior periods reports are correct in all material respects respects; (b) have either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and (c) have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by LSI or any LSI Subsidiary with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against LSI or the LSI Subsidiaries, nor has LSI or the LSI Subsidiaries received notice of any such deficiency, delinquency or default. LSI and the LSI Subsidiaries have no material tax withholding provisions liabilities other than those reflected on LSI Balance Sheet and those arising in the ordinary course of all applicable federal, state, local and other lawsbusiness since the date thereof. AmeriDyne has made LSI will make available to Contour Mizar true, complete and correct copies of its federal income LSI's tax returns for the last three (3) taxable five years and made make available such other tax returns requested by ContourMizar. As used in this AgreementThe income tax liabilities of LSI and the LSI Subsidiaries have been paid for all fiscal years up to and including the year ended September 30, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereon1997.

Tax Returns; Taxes. AmeriDyne Since January 1, 1987, the corporate Xxxx Xxxxxx entities have been "small business corporations" and have maintained a valid election to be an "S corporation" under Subchapter S of the Internal Revenue Code of 1986, as amended (the "Code"). Xxxx Xxxxxx is not subject to income, franchise, sales or use tax or any other form of taxation in any state other than Maryland. Xxxx Xxxxxx has duly filed all federal, state, and local and other tax returns required to be filed by it it, all such returns are accurate in all material respects, and has Xxxx Xxxxxx or the Owners have duly paid or made adequate provision for the payment of all taxes (including any interest, penalties and additions to tax) which are due and payable pursuant to such returns or pursuant to which otherwise are due and payable in any assessment with respect to taxes in such jurisdictionsjurisdiction, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet in Xxxx Xxxxxx' financial statements (excluding any reserve for portion of any deferred taxes or portion thereof which is tax liability attributable to timing differences between the timing of in reporting income or deductions for tax and financial accounting and tax purposes) is sufficient for the payment of all unpaid taxestaxes (including any interest, penalties and additions to tax), whether or not disputed, that are accrued or applicable for the period ended April 30December 31, 1995 1996 and for all years and periods ended prior thereto. All No unpaid tax deficiencies have been asserted against Xxxx Xxxxxx as a result of any examinations examination by the Internal Revenue Service (the "IRS") or any other taxing authority have been paidauthority. To the best knowledge of Xxxx Xxxxxx, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There there are no pending claims asserted for taxes of AmeriDyne or its subsidiaries Xxxx Xxxxxx or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne Xxxx Xxxxxx for any period. AmeriDyne Xxxx Xxxxxx has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne All accounting periods and methods used by Xxxx Xxxxxx for tax reporting purposes are permissible periods and methods under applicable law. Xxxx Xxxxxx has not been a member of an affiliated group of corporations filing a consolidated federal income tax return. Xxxx Xxxxxx has made available to Contour Xxxxx-Xxxxx true, complete and correct copies of its federal income tax returns, state and local income tax returns and sales tax returns for the last three (3) taxable years ended on December 31 in 1994, 1995 and 1996 and has made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonXxxxx-Xxxxx.

Tax Returns; Taxes. AmeriDyne (a) HCI has duly filed all federal, state, local and other tax returns Tax Returns that it has been required to be filed file to date and all such Tax Returns were correct and complete in all respects. All Taxes owed by it and has duly paid HCI (whether or made adequate provision for the payment of all taxes not shown on any Tax Return) which are due and payable pursuant have been paid except such Taxes as would not, individually or in the aggregate, have an HCI Material Adverse Effect. HCI is not currently the beneficiary of any extension of time within which to such returns file any Tax Return. No taxing authority in a jurisdiction where HCI does not file Tax Returns has claimed in writing that HCI is or pursuant may be subject to taxation by that jurisdiction. (b) HCI has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any assessment employee, independent contractor, creditor, stockholder, or other third party. (c) There is no dispute or claim concerning any Tax liability of HCI either (i) claimed or raised by any taxing authority in writing or (ii) as to which any shareholder or employee of HCI responsible for Tax matters of HCI has knowledge based upon personal contact with any agent of such authority. (d) HCI has not waived any statute of limitations with respect to taxes Taxes or agreed to any extension of time with respect to assessment of Taxes. (e) All accounting periods and methods used by HCI for Tax purposes are permissible periods and methods, and HCI is not required to make any adjustments to its income under Section 481 of the Code in such jurisdictionstaxable years for which Tax Returns have not yet been filed. HCI has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. HCI has not made nay payments, whether is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 28OG of the Code. HCI is not a party to any Tax allocation or sharing agreement. HCI (or its predecessors) (i) has not been a member of an affiliated group filing a consolidated federal income Tax return in connection with such returns. The any taxable year ending after December 31, 1993 and (ii) has no liability for taxes reflected on the AmeriDyne Balance Sheet Taxes of any person other than HCI under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law, as a transferee or successor, by contract, or otherwise. (f) The unpaid Taxes of HCI did not, as of December 31, 1997, exceed the reserve for Taxes (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) set forth on the balance sheet as of December 31, 1997 (excluding any notes thereto) contained in the HCI Financial Statements. (g) Neither HCI nor any of the HCI Subsidiaries has taken any action or has notice of any fact, agreement, plan or other circumstance that is sufficient for reasonably likely to prevent the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted Merger from qualifying as a result reorganization within the meaning of any examinations by Section 368(a)(1)(A) of the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance SheetCode. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereon.Section 5.14

Tax Returns; Taxes. AmeriDyne has Except as set forth on Schedule 3.1.15, (a) all Tax Returns with respect to the Nexans WW Business due to have been filed through the date hereof in accordance with all applicable Laws have been duly filed and are correct and complete in all federalmaterial respects; (b) all Taxes, state, local deposits and other payments with respect to the Nexans WW Business for which a Nexans Entity has liability (whether or not shown on any Tax Return) have been paid in full or will be accrued as liabilities for Taxes on the Nexans Closing Balance Sheet; (c) the amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any accrual to reflect timing differences between book and Tax income) on Nexans Financial Statements with respect to the Nexans WW Business, shall be adequate based on the tax returns required rates and applicable Laws in effect to satisfy all liabilities for Taxes of the Nexans Entities with respect to the Nexans WW Business in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (d) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns with respect to the Nexans WW Business were or are due to be filed by it and has duly paid or made adequate provision for the payment of a Nexans Entity; (e) all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All Tax deficiencies asserted as a result of any examinations examination by a Governmental Entity of a Tax Return of a Nexans Entity with respect to the Internal Revenue Service Nexans WW Business have been paid in full, accrued on Nexans Financial Statements or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined; (f) no claims have been asserted and no proposals or deficiencies for any Taxes of a Nexans Entity with respect to the "IRS"Nexans WW Business are being asserted, proposed or, to the Knowledge of Nexans, threatened, or expected to be assessed, and no audit or investigation of any Tax Return of a Nexans Entity with respect to the Nexans WW Business is currently underway, pending or threatened; (g) no claim has been made since January 1, 2003 against a Nexans Entity by any Governmental Entity in a jurisdiction where the applicable Nexans Entity does not file Tax Returns with respect to the Nexans WW Business that such Nexans Entity is or may be subject to taxation with respect to the Nexans WW Business in such jurisdiction; (h) each Nexans Entity has withheld and paid all Taxes with respect to the Nexans WW Business required to have been paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor or shareholder thereof or other third party; (i) there are no outstanding waivers or agreements between any Governmental Entity and a Nexans Entity or for the extension of time for the assessment of any Taxes or deficiency thereof with respect to the Nexans WW Business, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by a Nexans Entity or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There matter pending between a Nexans Entity and any Governmental Entity; (j) there are no Encumbrances for Taxes with respect to a Nexans Entity or the Nexans WW Assets other than Encumbrances for Taxes that are not yet due and payable, nor is there any such Lien that is pending claims asserted for taxes or, to the Knowledge of AmeriDyne Nexans, threatened; and (k) no Nexans Entity is a party to or its subsidiaries bound by any Tax allocation or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonsharing agreement.

Tax Returns; Taxes. AmeriDyne Except as set forth in Section 2.13 of the Disclosure Schedule, the Seller has duly and timely filed all federaltax and information reports, statereturns and related documents (collectively, local and other tax returns “Tax Returns”) required to be filed by it with respect to the income, franchise, sales, use, employment-related and all other taxes of the United States or the state or other jurisdictions and subdivisions thereof (collectively “Taxes”) in which the Seller conducts business, and, except as set forth in Section 2.13 of the Disclosure Schedule, the Seller has duly paid paid, or made adequate provision for the payment of all taxes which are due and payable pursuant to timely payment of, all such returns or pursuant to any assessment Taxes and other charges, including deposits required with respect to taxes employee withholdings, interest, penalties, assessments and deficiencies, due or claimed to be due from it. Except as set forth in Section 2.13 of the Disclosure Schedule, the reserves for all of such jurisdictionsTaxes and other charges through the Closing Date are adequate, and there are no liens for such Taxes or other charges upon any property or assets of the Seller. Except as set forth in Section 2.13 of the Disclosure Schedule, and to the best knowledge of the Seller and the Shareholders, there is no omission, deficiency, error, misstatement or misrepresentation, whether innocent, intentional or not fraudulent, in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations Tax Return filed by the Internal Revenue Service Seller for any period. Except as set forth in Section 2.13 of the Disclosure Schedule and to the best knowledge of the Seller and the Shareholders, (a) all deficiencies and assessments resulting from examination of the "IRS") or any other taxing authority Tax Returns of the Seller have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There (b) there are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne Tax Return for any period. AmeriDyne , and (c) the Seller has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable not been subject to federal, statestate or local tax audits, local and other lawsno such tax audits are pending. AmeriDyne has made available to Contour true, complete and correct copies Except as set forth in Section 2.13 of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this AgreementDisclosure Schedule, the term "tax" Seller represents and warrants that no clearance certificates or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies similar documents are required by any state taxing authority in order to relieve the Purchaser of any obligation to withhold any portion of the Purchase Price or like assessments, together with all penalties and additions to hold the Purchaser harmless for any tax and interest thereonliability.

Tax Returns; Taxes. AmeriDyne has (a) (i) All Tax Returns of the Company and its Subsidiaries due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, statedeposits or other payments for which the Company and its Subsidiaries may have any liability through the date hereof (whether or not shown on any Tax Return), local have been paid in full; (iii) the amounts so paid on or before the date hereof, together with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable) on the books of the Company, and other reflected in the unaudited balance sheet of the Company at March 31, 2001 will be adequate based on the tax returns required rates, applicable laws and regulations in effect on the date hereof to satisfy all liabilities for Taxes of the Company and its Subsidiaries in any jurisdiction through March 31, 2001, and the Company will accrue amounts as liabilities for Taxes on the books and financial statements of the Company which will be filed by it adequate based on the tax rates and has duly paid or made adequate provision applicable laws and regulations in effect from time to time prior to the Closing to satisfy all liabilities for Taxes of the payment Company and its Subsidiaries in any jurisdiction through the Closing Date; (iv) there are not now any extensions of all taxes which are due and payable pursuant to such returns or pursuant to any assessment time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns have been paid in full, accrued on the books of the Company and its Subsidiaries, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (vi) no claims have been asserted and no proposals or deficiencies for any Taxes are being asserted, proposed or threatened, and no audit or investigation of any return or report of Taxes is currently underway, pending or threatened; (vii) no claim has ever been made by an authority in a jurisdiction in which the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (viii) the Company and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party; (ix) there are no outstanding waivers or agreements by or on behalf of the Company and its Subsidiaries for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Internal Revenue Service (the "IRS") Company and its Subsidiaries or any other matter pending between the Company or any of its Subsidiaries and any taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There authority; (x) there are no Liens for Taxes (other than Liens for Taxes which are not yet due and payable) pending claims asserted for taxes or, to the Knowledge of AmeriDyne the Company and the Sellers, threatened; (xi) the Company and each of its Subsidiaries has not filed a consent under Section 341(f) of the Code; (xii) the Company and each of its Subsidiaries has not made any payments, is not obligated to make any payments, or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable is not a party to any tax return of AmeriDyne agreement that under certain circumstances could obligate the Company to make any payments that will not be deductible for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns purposes by reason of Section 280G of the Code; (xiii) the Company has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xiv) the Company and each of its Subsidiaries is not a party to any Tax allocation or sharing agreement; (xv) the Company and each of its Subsidiaries has not been a member of an affiliated group filing a consolidated U.S. federal income tax return (other than a group the common parent of which was the Company); and (xvi) the Company does not have any liability for the last three Taxes of any Person (3other than the Company) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" under U.S. Treasury Regulation section 1.1502-6 (or "taxes" means all federal, any similar provision of state, countylocal, local and or foreign incomelaw), excise gross receiptsas a transferee or successor, gross incomeby contract, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne has Except as set forth on Schedule 3.2.15, (a) all Tax Returns with respect to the Essex WW Business due to have been filed through the date hereof in accordance with all applicable Laws have been duly filed and are correct and complete in all federalmaterial respects; (b) all Taxes, state, local deposits and other payments with respect to the Essex WW Business for which an Essex Entity has liability (whether or not shown on any Tax Return) have been paid in full or will be accrued as liabilities for Taxes on Essex Closing Balance Sheet; (c) the amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any accrual to reflect timing differences between book and Tax income) on Essex Financial Statements with respect to the Essex WW Business, shall be adequate based on the tax returns required rates and applicable Laws in effect to satisfy all liabilities for Taxes of the Essex Entities with respect to the Essex WW Business in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (d) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns with respect to the Essex WW Business were or are due to be filed by it and has duly paid or made adequate provision for the payment of an Essex Entity; (e) all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All Tax deficiencies asserted as a result of any examinations examination by a Governmental Entity of a Tax Return of an Essex Entity with respect to the Internal Revenue Service Essex WW Business have been paid in full, accrued on Essex Financial Statements or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined; (f) no claims have been asserted and no proposals or deficiencies for any Taxes of an Essex Entity with respect to the "IRS"Essex WW Business are being asserted, proposed or, to the Knowledge of Essex, threatened, or expected to be assessed, and no audit or investigation of any Tax Return of an Essex Entity with respect to the Essex WW Business is currently underway, pending or threatened; (g) no claim has been made since January 1, 2003 against an Essex Entity by any Governmental Entity in a jurisdiction where the applicable Essex Entity does not file Tax Returns with respect to the Essex WW Business that such Essex Entity is or may be subject to taxation with respect to the Essex WW Business in such jurisdiction; (h) each Essex Entity has withheld and paid all Taxes with respect to the Essex WW Business required to have been paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor or shareholder thereof or other third party; (i) there are no outstanding waivers or agreements between any Governmental Entity and an Essex Entity or for the extension of time for the assessment of any Taxes or deficiency thereof with respect to the Essex WW Business, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by an Essex Entity or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There matter pending between an Essex Entity and any Governmental Entity; (j) there are no Encumbrances for Taxes with respect to an Essex Entity or the Essex WW Assets other than Encumbrances for Taxes that are not yet due and payable, nor is there any such Lien that is pending claims asserted for taxes or, to the Knowledge of AmeriDyne Essex, threatened; and (k) no Essex Entity is a party to or its subsidiaries bound by any Tax allocation or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonsharing agreement.

Tax Returns; Taxes. AmeriDyne The Company has duly properly completed and filed in correct form all federal, state, local municipal and other tax and related reporting returns of every nature required to be filed by it ( the "Returns" ) and has duly paid or made adequate provision for no extensions of time in which to file any such returns are in effect, except state and other returns with respect to which the payment failure to file would not subject either of them to liability in excess of $10,000 in the aggregate. Except as set forth in the Disclosure Schedule all taxes which are amounts shown as due and payable pursuant have been paid and all accrued liabilities are properly reflected on the Financial Statements. The Company has delivered to such returns the Purchaser true and correct copies of the Returns for the last three taxable years. The Company has generally paid and/or satisfied on or pursuant to any assessment with respect to before their respective due dates all income, sales and other taxes in such jurisdictions, (whether or not requiring the filing of returns), including all deficiency assessments, additions to tax, penalties and interest of which notice has been received, to the extent that such amounts have become due, and none of such taxes, assessments or charges is delinquent. All taxes or other assessments and levies which the Company is or was required by law to withhold or collect have been duly withheld and collected, and have been paid over to the proper governmental authorities or are held by the Company in a depository bank account for such payment and all such withholdings and collections and all other payments due in connection with such returns. The liability for taxes reflected therewith are duly set forth on the AmeriDyne Balance Sheet (excluding any reserve for deferred books of the Company. All taxes or portion thereof other assessments and levies which the Company is attributable or was required by law to differences between withhold or collect have been duly withheld and collected, and have been paid over to the timing proper governmental authorities or are held by the Company in a depository bank account for such payment and all such withholdings and collections and all other payments due in connection therewith are duly set forth on the books of income or deductions for the Company. No tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result return of any examinations Company has been audited by the Internal Revenue Service (the "IRS") any federal, state or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheetlocal tax authority. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any federal, state or local tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects period with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available respect to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonany Company.