Common use of Tax Liabilities Clause in Contracts

Tax Liabilities. JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP 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 JVP CORP nor has JVP CORP received notice of any such deficiency, delinquency or default. JVP CORP has no reason to believe that JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP as of December 31, 2000, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 2000, together with supplemental information on JVP CORP, each prepared and attested to by the chief financial officer of JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE shall have sole responsibility for filing all required tax returns for JVP CORP OSI shall assist LITTLE in preparing income tax returns and shall cooperate with LITTLE to the extent necessary therefor, and LITTLE shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JVP CORP Songlines has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP Songlines has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP Songlines 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 JVP CORP Songlines nor has JVP CORP Songlines received notice of any such deficiency, delinquency or default. JVP CORP Songlines has no reason to believe that JVP CORP Songlines has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP Songlines as of December 31August 30, 20001997, with any notes thereto, and the related unaudited statements of income for the twelve eight months ended December 31August 30, 20001997, together with supplemental information on JVP CORPSonglines, each prepared and attested to by the chief financial officer of JVP CORP Songlines (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP Songlines has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE shall Ericxxxx xxxll have sole responsibility for filing all required tax returns for JVP CORP Songlines for all periods ending on or prior to the Effective Date. OSI shall assist LITTLE in Ericxxxx xx preparing income tax returns and shall cooperate with LITTLE to Ericxxxx xx the extent necessary therefor, and LITTLE shall Ericxxxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP 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 JVP CORP nor has JVP CORP received notice of any such deficiency, delinquency or default. JVP CORP has no reason to believe that JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP as of December 31, 2000, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 2000, together with supplemental information on JVP CORP, each prepared and attested to by the chief financial officer of JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE GRAPPO shall have sole responsibility for filing all required tax returns for JVP CORP CORP. OSI shall assist LITTLE GRAPPO in preparing income tax returns and shall cooperate with LITTLE GRAPPO to the extent necessary therefor, and LITTLE GRAPPO shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JVP CORP TI has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP TI has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP TI 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 JVP CORP TI nor has JVP CORP TI received notice of any such deficiency, delinquency or default. JVP CORP TI has no reason to believe that JVP CORP TI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP TI as of December 31, 20001997, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 20001997, together with supplemental information on JVP CORPTI, each prepared and attested to by the chief financial officer of JVP CORP TI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP TI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE shall Tancxxxx xxxll have sole responsibility for filing all required tax returns for JVP CORP TI. OSI shall assist LITTLE in Tancxxxx xx preparing income tax returns and shall cooperate with LITTLE to Tancxxxx xx the extent necessary therefor, and LITTLE shall Tancxxxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP 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 JVP CORP nor has JVP CORP received notice of any such deficiency, delinquency or default. JVP CORP has no reason to believe that JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP as of December 31, 20002001, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 20002001, together with supplemental information on JVP CORP, each prepared and attested to by the chief financial officer of JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE OVERHOLT shall have sole responsibility for filing all required tax returns for rxxxxxx xor JVP CORP CORP. OSI shall assist LITTLE OVERHOLT in preparing income tax returns and shall cooperate with LITTLE to OVEXXXXX xx the extent necessary therefor, and LITTLE OVERHOLT shall provide OSI with XXX xxxh copies of all such returns at least fifteen fxxxxxx (15) days prior to filing.

Tax Liabilities. JVP CORP FAI has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP FAI has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP FAI 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 JVP CORP FAI nor has JVP CORP FAI received notice of any such deficiency, delinquency or default. JVP CORP FAI has no reason to believe that JVP CORP FAI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP FAI as of December 31, 20001998, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 20001998, together with supplemental information on JVP CORPFAI, each prepared and attested to by the chief financial officer of JVP CORP FAI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP FAI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE shall Flanxxxx xxxll have sole responsibility for filing all required tax returns for JVP CORP FAI. OSI shall assist LITTLE in Flanxxxx xx preparing income tax returns and shall cooperate with LITTLE to Flanxxxx xx the extent necessary therefor, and LITTLE shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.Flanxxxx

Tax Liabilities. JVP CORP NAI has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP NAI has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP NAI 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 JVP CORP NAI nor has JVP CORP NAI received notice of any such deficiency, delinquency or default. JVP CORP NAI has no reason to believe that JVP CORP NAI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP NAI as of December August 31, 20001997, with any notes thereto, and the related unaudited statements of income for the twelve eight months ended December August 31, 20001997, together with supplemental information on JVP CORPNAI, each prepared and attested to by the chief financial officer of JVP CORP NAI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP NAI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE shall Novexxx xxxll have sole responsibility for filing all required tax returns for JVP CORP NAI for all periods ending on or prior to the Effective Date. OSI shall assist LITTLE in Novexxx xx preparing income tax returns and shall cooperate with LITTLE to Novexxx xx the extent necessary therefor, and LITTLE shall Novexxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP 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 JVP CORP nor has JVP CORP received notice of any such deficiency, delinquency or default. JVP CORP has no reason to believe that JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP as of December 31, 2000, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 2000, together with supplemental information on JVP CORP, each prepared and attested to by the chief financial officer of JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE KADOW shall have sole responsibility for filing all required tax returns for retuxxx xor JVP CORP CORP. OSI shall assist LITTLE KADOW in preparing income tax returns and shall cooperate with LITTLE to the KADOW xx xxe extent necessary therefor, and LITTLE KADOW shall provide OSI with copies wxxx xopies of all such returns at least fifteen fiftxxx (15) days prior to filing.

Tax Liabilities. JVP CORP JKI has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP JKI has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP JKI 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 JVP CORP JKI nor has JVP CORP JKI received notice of any such deficiency, delinquency or default. JVP CORP JKI has no reason to believe that JVP CORP JKI has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP JKI as of December 31, 20001998, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 20001998, together with supplemental information on JVP CORPJKI, each prepared and attested to by the chief financial officer of JVP CORP JKI (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP JKI has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE shall Pollxxx xxxll have sole responsibility for filing all required tax returns for JVP CORP JKI. OSI shall assist LITTLE in Pollxxx xx preparing income tax returns and shall cooperate with LITTLE to Pollxxx xx the extent necessary therefor, and LITTLE shall Pollxxx xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JVP CORP (a) Except as set forth on Schedule 4.20, each of the Company and its Subsidiaries has timely filed all federal, state, county, local and foreign tax Tax (as defined herein) returns and reports (including information returns) required to be filed by them it and no extension of time in which to file any such return is in effect or has been requested as of the date of this Agreement. All such Tax returns are true, complete and accurate. Each of the Company and its Subsidiaries has paid on a timely basis all Taxes shown to be due on its Tax returns or otherwise due and payable, and has adequately provided for on its books of account and related records liability for all other current Taxes not yet due and payable. Each of the Company and its Subsidiaries has withheld all Taxes required to have been withheld from payments to employees and other persons and has properly deposited all such withheld Taxes with the appropriate Taxing Authority. Except as disclosed on Schedule 4.20, the Tax returns of the Company and each Subsidiary have never been examined or audited (except for Tax returns for Taxable periods that are closed either by virtue of limitations or the issuance of a closing statement by the date hereofappropriate Taxing Authority), including those and neither the Company nor any of the Subsidiaries is aware of any threatened or proposed audits of such returns. None of the Company or any of the Subsidiaries has received any notice of any pending proposed adjustment, deficiency or underpayment with respect to incomeTaxes, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP has either paid in full all taxes there are no claims that have become due as reflected on been asserted or threatened relating to Taxes. There are no Liens upon, or inchoate liens which can be asserted against, the Company, any return Subsidiary or report and any interest and penalties of their respective assets that arose in connection with respect thereto any failure to pay any Tax. None of the Company or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments any of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of the Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time within which to file any return has been granted to JVP CORP with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, a Tax assessment or governmental charge deficiency. Each of the Company and its Subsidiaries has been claimed, proposed delivered or assessed against JVP CORP nor has JVP CORP received notice of any such deficiency, delinquency or default. JVP CORP has no reason to believe that JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP as of December 31, 2000, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 2000, together with supplemental information on JVP CORP, each prepared and attested to by the chief financial officer of JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard made available to the foregoing, JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE shall have sole responsibility for filing all required tax returns for JVP CORP OSI shall assist LITTLE in preparing income tax returns and shall cooperate with LITTLE to the extent necessary therefor, and LITTLE shall provide OSI with MEDIQ Parties copies of all foreign, federal and state income Tax returns filed for the last two taxable years (including all amended income Tax returns). The accruals for Taxes contained in the Balance Sheet are adequate to cover all liabilities of the Company and the Subsidiaries for Taxes for all periods ending on or before the Balance Sheet Date and nothing has occurred subsequent to the date to make any of such returns at least fifteen (15) days prior to filingaccruals inadequate.

Tax Liabilities. JVP CORP ARG has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP ARG has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP ARG 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 JVP CORP ARG nor has JVP CORP ARG received notice of any such deficiency, delinquency or default. JVP CORP ARG has no reason to believe that JVP CORP ARG has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP ARG as of December 311, 20001997, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 311, 20001997, together with supplemental information on JVP CORPARG, each prepared and attested to by the chief financial officer of JVP CORP ARG (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP ARG has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE shall Aarox xxxll have sole responsibility for filing all required tax returns for JVP CORP ARG. OSI shall assist LITTLE in Aarox xx preparing income tax returns and shall cooperate with LITTLE to Aarox xx the extent necessary therefor, and LITTLE shall Aarox xxxll provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JVP CORP has The Corporation and its Subsidiaries have filed all federal, state, county, local and foreign tax reports and returns and reports required by any law or regulation to be filed by them it except for extensions duly obtained; such returns are true, correct and complete and accurately reflect the tax liabilities of the Corporation and its Subsidiaries; the Corporation and its Subsidiaries have either timely paid all taxes, duties and charges indicated due on the basis of such returns and reports, or will have made adequate provision for the payment thereof; and the assessment of any material amount of additional taxes in excess of those paid and reported is not reasonably expected. The reserves for taxes reflected on the September Balance Sheet are adequate in amount for the payment of all liabilities for all taxes (whether or not disputed) of the Corporation and its Subsidiaries accrued through the date of such balance sheet. The Corporation and its Subsidiaries have paid all taxes owed by the date hereofCorporation and its Subsidiaries and have withheld and paid over all taxes which it was obligated to withhold from amounts owing to any employee, including those creditor or third party. The federal income tax returns of the Corporation and its Subsidiaries have not been audited by the Internal Revenue Service and no controversy with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP with respect to any tax. No unsatisfied deficiencytype is pending or, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against JVP CORP nor has JVP CORP received notice of any such deficiency, delinquency or default. JVP CORP has no reason to believe that JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP as of December 31, 2000, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 2000, together with supplemental information on JVP CORP, each prepared and attested to by the chief financial officer of JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP has relied on the accuracy and completeness best knowledge of the Schedule K-1 provided by Corporation, threatened. The Corporation has not at any time consented to have the Partnershipprovisions of Section 341(f)(2) of the Code apply to it. LITTLE shall have sole responsibility for filing all required tax returns for JVP CORP OSI shall assist LITTLE in preparing income tax returns and shall cooperate with LITTLE The Corporation has never filed an election pursuant to Section 1362 of the extent necessary therefor, and LITTLE shall provide OSI with copies of all such returns at least fifteen (15) days prior to filingCode that it be taxed as an S corporation.

Tax Liabilities. JVP CORP has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP 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 JVP CORP nor has JVP CORP received notice of any such deficiency, delinquency or default. JVP CORP has no reason to believe that JVP CORP has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP as of December 31, 20002001, with any notes thereto, and the related unaudited statements of income for the twelve months ended December 31, 20002001, together with supplemental information on JVP CORP, each prepared and attested to by the chief financial officer of JVP CORP (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE SUMISLAWSKI shall have sole responsibility for filing all required tax returns for JVP CORP CORP. OSI shall assist LITTLE SUMISLAWSKI in preparing income tax returns and shall cooperate with LITTLE SUMISLAWSKI to the extent necessary therefor, and LITTLE SUMISLAWSKI shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.

Tax Liabilities. JVP CORP Each of NSC and the Partnership has filed all federal, state, county, local and foreign tax returns and reports required to be filed by them by the date hereof, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes; JVP CORP each of NSC and the Partnership has 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 their books or have established adequate reserves for all taxes payable but not yet due; and 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 JVP CORP NSC or the Partnership 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 JVP CORP NSC or the Partnership nor has JVP CORP have NSC or the Partnership received notice of any such deficiency, delinquency or default. JVP CORP has NSC and the Partnership have no reason to believe that JVP CORP either NSC or the Partnership has or may have any tax liabilities other than those reflected on the unaudited balance sheet of JVP CORP NSC as of December 31April 30, 20001996, with any notes thereto, and the related unaudited statements of income for the twelve four months ended December 31April 30, 20001996, together with supplemental information on JVP CORPNSC, each prepared and attested to by the chief financial officer of JVP CORP NSC (the "Balance Sheets") and those arising in the ordinary course of business since the date thereof. With regard to the foregoing, JVP CORP has relied on the accuracy and completeness of the Schedule K-1 provided by the Partnership. LITTLE Grappo shall have sole responsibility for filing all required tax returns for JVP CORP NSC and the Partnership for all periods ending on or prior to the Effective Date. OSI shall assist LITTLE Grappo in preparing income tax returns and shall cooperate with LITTLE Grappo to the extent necessary therefor, and LITTLE Grappo shall provide OSI with copies of all such returns at least fifteen (15) days prior to filing.