Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. The Company and its ---------------------------- subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all Tax Returns (as defined below) required to be filed by it. The Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to subsidiaries, the Company has made provision on behalf of such subsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. No claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiaries, as the case may be, could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken. No audit of any Tax Return of the Company or any of its subsidiaries is being conducted by a Tax

Tax Returns and Tax Payments. The Company and its ---------------------------- subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it, except for such failure that would not result in a Company Material Adverse Effect. The Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or and has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on behalf of such subsidiariesSubsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns, except for such Taxes which, if unpaid or unreserved, would not result in a Company Material Adverse Effect. Neither Except as set forth in Section 4.17 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. No Except as disclosed in Section 4.17 of the Company Disclosure Schedule, no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiariesSubsidiaries, as the case may be, could reasonably be expected to havewould result, individually or in the aggregate, in a Company Material Adverse Effect. There are no Liens for Taxes upon the assets of the Company or any subsidiarySubsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken, that could result in a Company Material Adverse Effect. No Except as discussed in Section 4.17 of the Company Disclosure Schedule, no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a TaxTax authority. None of the Company or any of its subsidiaries has made an election under Section 341(f) of the Code. Except as disclosed in Section 4.17 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liability for Taxes of any person (other than the Company and its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law), by contract or otherwise. 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, ad valorem, franchise, profits, license, employment, withholding, 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. As used herein, "Code" shall mean the Code and the Treasury Regulations promulgated thereunder.

Tax Returns and Tax Payments. The Except as set forth in Section 3.1(i) of the Disclosure Schedule, the Company and each of its ---------------------------- subsidiaries have Subsidiaries has timely filed filed, with the appropriate authority, (or, as to subsidiariesSubsidiaries, the Company has filed filed, with the appropriate authority, on behalf of such subsidiariesits behalf) all Tax Returns (as defined below) required to be filed by it. The Company and its subsidiaries have , has paid (or, as to subsidiariesSubsidiaries, the Company has paid on behalf its behalf) or shareholders of such subsidiaries) the Company have paid all Taxes (as defined below) shown thereon to be due on such Tax Returns or and has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on its behalf of such subsidiariesof) adequate reserves in its financial statements the Financial Statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its subsidiaries has granted any request that remains All Tax Returns were correct as filed. Except as set forth in effect for waivers Section 3.1(i) of the time to assess any Taxes. No Disclosure Schedule (i) no claim for unpaid Taxes has been asserted by a Tax authority or has become a lien (except for liens not yet due and payable) against the property of the Company or any of its Subsidiaries or is being asserted against the Company or any of its subsidiaries in writing by a Tax authority whichSubsidiaries, if resolved in a manner unfavorable to the Company or any of its subsidiaries, as the case may be, could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are (ii) no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken. No audit of any Tax Return of the Company or any of its subsidiaries Subsidiaries is being conducted by any government entity, and (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or any of its Subsidiaries and is currently in effect. Neither the Company nor any of its Subsidiaries is or has been a Taxmember of any consolidated, combined, unitary or aggregate group for Tax purposes except such a group consisting only of the Company and its Subsidiaries. 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,

Tax Returns and Tax Payments. The Company and its ---------------------------- subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it, except for such failure that would not result in a Company Material Adverse Effect. The Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on behalf of such subsidiariesSubsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns, except for such Taxes which, if unpaid or unreserved, would not result in a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. No Except as disclosed in Section 3.17 of the Company's Disclosure Schedule, no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiariesSubsidiaries, as the case may be, could reasonably be expected to havewould result, individually or in the aggregate, in a Company Material Adverse Effect. There are no Liens for Taxes upon the assets of the Company or any subsidiarySubsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken, that could result in a Company Material Adverse Effect. No Except as discussed in Section 3.16 of the Company Disclosure Schedule, no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a TaxTax authority. None of the Company or any of its subsidiaries has made an

Tax Returns and Tax Payments. The Company and each of its ---------------------------- subsidiaries have Subsidiaries has timely filed filed, with the appropriate authority, (or, as to subsidiariesSubsidiaries, the Company has filed filed, with the appropriate authority, on behalf of such subsidiariesits behalf) all Tax Returns (as defined below) required to be filed by it. The Company and its subsidiaries have , has paid (or, as to subsidiariesSubsidiaries, the Company has paid on behalf of such subsidiariesits behalf) all Taxes (as defined below) shown thereon to be due on such Tax Returns or and has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on its behalf of such subsidiariesof) adequate reserves in its financial statements the Financial Statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its subsidiaries has granted any request that remains All Tax Returns were correct as filed. Except as set forth in effect for waivers Section 3.1(i) of the time to assess any Taxes. No Disclosure Schedule (i) no claim for unpaid Taxes has been asserted by a Tax authority or has become a lien (except for liens not yet due and payable) against the property of the Company or any of its Subsidiaries or is being asserted against the Company or any of its subsidiaries in writing by a Tax authority whichSubsidiaries, if resolved in a manner unfavorable to the Company or any of its subsidiaries, as the case may be, could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are (ii) no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken. No audit of any Tax Return of the Company or any of its subsidiaries Subsidiaries is being conducted by any government entity, and (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or any of its Subsidiaries and is currently in effect. Neither the Company nor any of its Subsidiaries is or has been a Taxmember of any consolidated, combined, unitary or aggregate group for Tax purposes except such a group consisting only of the Company and its Subsidiaries. As used herein, "Taxes" shall mean all taxes of any kind, including, without limitation, those on

Tax Returns and Tax Payments. The Except as disclosed in Section 3.15 of the Company Disclosure Letter, (a) the Company and its ---------------------------- subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it. The , (b) the Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to subsidiaries, the Company has made provision on behalf of such subsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither , (c) neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. No , (d) no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiaries, as the case may be, could would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There , (e) there are no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken. No , (f) no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a TaxTax authority and (g) neither the Company nor any of its subsidiaries has any liability for Taxes of any person (other than the Company and its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law). As used herein, “Taxes” shall mean all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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. As used herein, “Code” shall mean the Code and the Treasury Regulations promulgated thereunder.

Tax Returns and Tax Payments. The Except as disclosed in Section 3.16 of the Company Disclosure Schedule, (a) the Company and its ---------------------------- subsidiaries have timely filed filed, or obtained extensions for filing and then time timely filed, (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all Tax Returns (as defined below) required to be filed by it. The , (b) the Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to subsidiaries, the Company has made provision on behalf of such subsidiaries) reserves in its most recent financial statements contained in the Company SEC Documents, in accordance with GAAP, an adequate reserve for all Taxes payable by the Company and its subsidiaries for all taxable periods through the date of such financial statements, for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither , (c) neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. No , (d) no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries in writing by a Tax authority whichthat, if resolved in a manner unfavorable to the Company or any of its subsidiaries, as the case may be, could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There , (e) there are no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken. No , (f) no audit of any Tax Return of the Company or any of its subsidiaries is being conducted by a Tax

Tax Returns and Tax Payments. The Company and its ---------------------------- subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it, except for such failure that would not result in a Company Material Adverse Effect. The Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on behalf of such subsidiariesSubsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns, except for such Taxes which, if unpaid or unreserved, would not result in a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. No Except as disclosed in Section 3.17 of the Company's Disclosure Schedule, no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiariesSubsidiaries, as the case may be, could reasonably be expected to havewould result, individually or in the aggregate, in a Company Material Adverse Effect. There are no Liens for Taxes upon the assets of the Company or any subsidiarySubsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken, that could result in a Company Material Adverse Effect. No Except as discussed in Section 3.16 of the Company Disclosure Schedule, no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a TaxTax authority. None of the Company or any of its subsidiaries has made an election under Section 341(f) of the Code. Except as disclosed in Section 3.16 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liability for Taxes of any person (other than the Company and its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law). 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, ad valorem, franchise, profits, license, 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. As used herein, "Code" shall mean the Code and the Treasury Regulations promulgated thereunder.