Tax Reserves means the state and local income tax reserve of approximately $4,400,000 and the approximately $1,100,000 reserve with respect to sales and use state and local taxes, in each case (i) as reflected in the Business Financial Statements, and (ii) as specified with respect to particular matters, jurisdictions and taxable periods on Schedule VI. Notwithstanding any other provision of this Agreement, neither Indebtedness nor Working Capital shall include Tax Reserves.
Buyer shall be responsible for the audits of such returns and shall be entitled to receive from Seller reimbursement for any payment that it makes in connection with the settlement or other disposition of such proceeding, to the extent such Taxes exceed the Tax Reserves.
Prior -57- 62 to the Closing, the Company shall not increase the Tax Reserves other than in the ordinary course of business.
QUARTERLY VALUATION REPORT Statutory Tax Reserves Reserves (annual only) Basic Waiver Disabled Lives ADB Deficiency Total V.
Excess Tax Reserves has the meaning specified in Section 6.05(b).
COINSURANCE RESERVES The Initial Coinsurance Reserves shall include the premium deficiency reserves plus the quota share of the excess of Other Exhibit 8 Statutory Reserves over Tax Reserves, and then tax deductible Exhibit 8 Reserves so that the Total Coinsurance Reserves on the effective date are equal to the Initial Allowance.