Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries by a taxing authority in a jurisdiction where Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent did not, as of the Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Balance Sheet Date, Parent has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent and its Subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parent.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries OTM has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by Parent and each of its Subsidiaries has OTM have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries OTM is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries OTM by a taxing authority in a jurisdiction where Parent OTM does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent OTM did not, as of the Parent Balance Sheet Datedate of the OTM Unaudited Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Balance Sheet Date, Parent date of the OTM Unaudited Financial Statements neither OTM nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent OTM and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentOTM .

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries has The Existing Company Entities have timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it them (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries has the Existing Company Entities have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries is The Existing Company Entities are not currently the beneficiary beneficiaries of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries the Existing Company Entities by a taxing authority in a jurisdiction where Parent does the Existing Company Entities do not file Tax Returns that it is they are or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent the Existing Company Entities did not, as of the Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Financial Statements (rather than in any notes thereto). Since the Parent Balance Sheet Date, Parent has the Existing Company Entities have not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent and its Subsidiaries the Existing Company Entities will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parentthe Existing Company Entities.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries RemSleep Holdings has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries RemSleep Holdings has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries RemSleep Holdings is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries RemSleep Holdings by a taxing authority in a jurisdiction where Parent RemSleep Holdings does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent RemSleep Holdings did not, as of the Parent RemSleep Holdings Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent RemSleep Holdings Balance Sheet Date, Parent neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent RemSleep Holdings and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentRemSleep Holdings.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries NeoHydro Technologies Corp. has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries NeoHydro Technologies Corp. has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries NeoHydro Technologies Corp. is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries NeoHydro Technologies Corp. by a taxing authority in a jurisdiction where Parent NeoHydro Technologies Corp. does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent NeoHydro Technologies Corp. did not, as of the Parent NeoHydro Technologies Corp. Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent NeoHydro Technologies Corp. Balance Sheet Date, Parent neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent NeoHydro Technologies Corp. and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parent.NeoHydro Technologies Corp..

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries PAYM has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries has PAYM have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries Except as set forth on Schedule 3.02(m), PAYM is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries PAYM by a taxing authority in a jurisdiction where Parent PAYM does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent PAYM did not, as of the Parent PAYM Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent PAYM Balance Sheet Date, Parent neither PAYM nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent PAYM and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentPAYM.

Tax Returns and Tax Payments. (a) Parent The Company and each of its Subsidiaries has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent the Company and each of its Subsidiaries has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any Except as set forth on Schedule 3.11, the Company and each of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any the Company and each of its Subsidiaries by a taxing authority in a jurisdiction where Parent the Company and each of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent the Company and each of its Subsidiaries did not, as of the Parent Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Company Balance Sheet Date, Parent neither the Company nor any of its Subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent the Company and its Subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parentthe Company and each of its Subsidiaries.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries TURNKEY has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by Parent and each of its Subsidiaries has TURNKEY have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries TURNKEY is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries TURNKEY by a taxing authority in a jurisdiction where Parent TURNKEY does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent TURNKEY did not, as of the Parent Balance Sheet Datedate of the TURNKEY Unaudited Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Balance Sheet Date, Parent date of the TURNKEY Unaudited Financial Statements neither TURNKEY nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent TURNKEY and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentTURNKEY.

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries AAII has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries AAII has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries AAII is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries AAII by a taxing authority in a jurisdiction where Parent AAII does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. As of December 31, 2018, AAII has a net operating loss carryforward. The unpaid Taxes of Parent AAII did not, as of the Parent Balance Sheet DateAAII balance sheet date of July 31, 2018, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Balance Sheet DateAAII balance sheet date of July 31, Parent 2018, neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent AAII and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentAAII.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries the Seller has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries the Seller by a taxing authority in a jurisdiction where Parent the Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent the Company did not, as of the Parent Seller Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Seller Balance Sheet Date, Parent neither the Seller nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent the Seller and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parentthe Seller; (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Seller or is being asserted against the Seller, no audit of any Tax Return of the Seller is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Seller and is currently in effect. The Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (iii) As used herein, "Taxes" shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, advalorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries Except as set forth on Schedule 3.01(m), PROTEC has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by Parent and each of its Subsidiaries has PROTEC have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries PROTEC is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries PROTEC by a taxing authority in a jurisdiction where Parent PROTEC does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent PROTEC did not, as of the Parent PROTEC Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent PROTEC Balance Sheet Date, Parent neither PROTEC nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent PROTEC and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentPROTEC.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries Explore Anywhere Holding Corp. has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries Explore Anywhere Holding Corp. has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries Explore Anywhere Holding Corp. is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries Explore Anywhere Holding Corp. by a taxing authority in a jurisdiction where Parent Explore Anywhere Holding Corp. does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent Explore Anywhere Holding Corp. did not, as of the Parent Explore Anywhere Holding Corp. Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Explore Anywhere Holding Corp. Balance Sheet Date, Parent neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent Explore Anywhere Holding Corp. and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parent.Explore Anywhere Holding Corp..

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries CHAMPION has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by Parent and each of its Subsidiaries has CHAMPION have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries CHAMPION is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries CHAMPION by a taxing authority in a jurisdiction where Parent CHAMPION does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent CHAMPION did not, as of the Parent CHAMPION Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent CHAMPION Balance Sheet Date, Parent neither CHAMPION nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent CHAMPION and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentCHAMPION.

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries VAPARIA has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by Parent and each of its Subsidiaries has VAPARIA have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries VAPARIA is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries VAPARIA by a taxing authority in a jurisdiction where Parent VAPARIA does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent VAPARIA did not, as of the Parent VAPARIA Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent VAPARIA Balance Sheet Date, Parent neither VAPARIA nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent VAPARIA and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentVAPARIA . No material claim for unpaid Taxes has been made or become a lien against the property of VAPARIA or is being asserted against VAPARIA, no audit of any Tax Return of VAPARIA is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by VAPARIA and is currently in effect. VAPARIA has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries AA has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries AA has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries AA is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries AA by a taxing authority in a jurisdiction where Parent AA does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. As of September 30, 2017, AA has a net operating loss carryforward. The unpaid Taxes of Parent AA did not, as of the Parent Balance Sheet DateAA balance sheet date of September 30, 2017, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Balance Sheet DateAA balance sheet date of September 30, Parent 2017, neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent AA and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentAA. No material claim for unpaid Taxes has been made or become a lien against the property of AA or is being asserted against AA, no audit of any Tax Return of AA is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by AA and is currently in effect. AA has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions)) except for Tax Returns that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries by a taxing authority in a jurisdiction where Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent did not, as of the Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Balance Sheet Date, Parent neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parent.

Tax Returns and Tax Payments. (a) Parent The Company and each of its the Benefactum Subsidiaries has have timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent the Company and each of its the Benefactum Subsidiaries has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its The Company and the Benefactum Subsidiaries is are not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its the Company and the Benefactum Subsidiaries by a taxing authority in a jurisdiction where Parent does the Company and the Benefactum Subsidiaries do not file Tax Returns that it is they are or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent the Company and the Benefactum Subsidiaries did not, as of the Parent Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Company Balance Sheet Date, Parent neither the Company nor any of the Benefactum Subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent the Company and its the Benefactum Subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parentthe Company and the Benefactum Subsidiaries.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries MEDIX has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by Parent and each of its Subsidiaries has MEDIX have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries MEDIX is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries MEDIX by a taxing authority in a jurisdiction where Parent MEDIX does not file Tax fileTax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent MEDIX did not, as of the Parent Balance Sheet Datedate of the MEDIX Audited and Reviewed Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Balance Sheet Date, Parent date of the MEDIX Audited and Reviewed Financial Statements MEDIX has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent and its Subsidiaries MEDIX will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentMEDIX.

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, CLI has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries has CLI have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries CLI is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries CLI by a taxing authority in a jurisdiction where Parent CLI does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent CLI did not, as of the Parent CLI Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent CLI Balance Sheet Date, Parent neither CLI nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent CLI and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentCLI.

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries OICco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries OICco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries OICco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries OICco by a taxing authority in a jurisdiction where Parent OICco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent OICco did not, as of the Parent OICco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent OICco Balance Sheet Date, Parent neither OICco nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent OICco and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentOICco. No material claim for unpaid Taxes has been made or become a lien against the property of OICco or is being asserted against OICco; no audit of any Tax Return of OICco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by OICco and is currently in effect. OICco has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Environmental Matters. OICco is in compliance with all Environmental Laws in all material respects. OICco holds all permits and authorizations required under applicable Environmental Laws, unless the failure to hold such permits and authorizations would not have a material adverse effect on OICco, and is compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects. No releases of Hazardous Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by OICco or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any liability to OICco. OICco has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to OICco. OICco has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on OICco. There are no past, pending or threatened claims under Environmental Laws against OICco and OICco is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against OICco pursuant to Environmental Laws. Contracts. OICco has no written or oral contracts, understandings, agreements and other arrangements executed by an officer or duly authorized employee of OICco or to which OICco is a party: involving more than $2,500, or in the nature of a collective bargaining agreement, employment agreement, or severance agreement with any of its directors, officers and employees. Material Contract Defaults. OICco is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any OICco Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a “OICco Material Contract” means any contract, agreement or commitment that is effective as of the Closing Date to which OICco is a party (i) with expected receipts or expenditures in excess of $2,500, (ii) requiring OICco to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $2,500 or more, including guarantees of such indebtedness, or (v) which, if breached by OICco in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from OICco or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

Tax Returns and Tax Payments. (ai) Parent APGR, ESI and each of its Subsidiaries has Acquisition Sub have timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries has APGR, ESI or Acquisition Sub have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent APGR, ESI nor any of its Subsidiaries Acquisition Sub is currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent APGR, ESI or any of its Subsidiaries Acquisition Sub by a taxing authority in a jurisdiction where Parent APGR does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent APGR, ESI and Acquisition Sub did not, as of the Parent APGR Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent APGR Balance Sheet Date, Parent neither APGR, ESI nor Acquisition Sub has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent APGR, ESI and its Subsidiaries Acquisition Sub will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentAPGR.

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries OICco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries OICco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries OICco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries OICco by a taxing authority in a jurisdiction where Parent OICco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent OICco did not, as of the Parent OICco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent OICco Balance Sheet Date, Parent neither OICco nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent OICco and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentOICco. No material claim for unpaid Taxes has been made or become a lien against the property of OICco or is being asserted against OICco; no audit of any Tax Return of OICco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by OICco and is currently in effect. OICco has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

Tax Returns and Tax Payments. (a) Parent Pubco and each of its Subsidiaries has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent Pubco and each of its Subsidiaries has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent Pubco nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent Pubco or any of its Subsidiaries by a taxing authority in a jurisdiction where Parent Pubco or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent Pubco did not and have not, as of and since the Parent Pubco Balance Sheet Date, exceed the reserve for Tax liability Liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Pubco Balance Sheet Date, Parent neither Pubco nor any of its Subsidiaries has not incurred any liability Liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent Pubco and its Subsidiaries will not exceed the reserve for Tax liability Liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of ParentPubco.

Tax Returns and Tax Payments. (a) Each of Parent and each of its Subsidiaries Merger Sub has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries has or Merger Sub have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries Merger Sub is currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries Merger Sub by a taxing authority in a jurisdiction where Parent or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent did not, as of the Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). There are no unpaid Taxes owed by Merger Sub. Since the Parent Balance Sheet Date, neither Parent nor Merger Sub has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. No transactions have occurred, or will occur, through the Closing Date that may give rise to any tax liability of Parent or Merger Sub in any prior year or in the current year, including, but not limited to, any forgiveness of indebtedness or any other transaction resulting in the closing capitalization or balance sheet of Parent or Merger Sub. As of the Closing Date, the unpaid Taxes of Parent and its Subsidiaries Merger Sub will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parent.

Tax Returns and Tax Payments. (ai) Parent and each of its Subsidiaries Explore Anywhere Holding Corp. has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries Explore Anywhere Holding Corp. has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries Explore Anywhere Holding Corp. is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries Explore Anywhere Holding Corp. by a taxing authority in a jurisdiction where Parent Explore Anywhere Holding Corp. does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent Explore Anywhere Holding Corp. did not, as of the Parent Explore Anywhere Holding Corp. Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Explore Anywhere Holding Corp. Balance Sheet Date, Parent neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent Explore Anywhere Holding Corp. and its Subsidiaries subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parent.Explore Anywhere Holding Corp.

Tax Returns and Tax Payments. (a) Parent and each of its Subsidiaries The Purchaser has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Parent and each of its Subsidiaries has the Purchaser have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Neither Parent nor any of its Subsidiaries The Purchaser is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Parent or any of its Subsidiaries the Purchaser by a taxing authority in a jurisdiction where Parent the Purchaser does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Parent the Purchaser did not, as of the Parent Purchaser Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Parent Purchaser Balance Sheet Date, Parent neither the Purchaser nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Parent and its Subsidiaries the Purchaser will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Parentthe Purchaser.