Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. Each of WFM and the WFM Subsidiaries have duly filed all U.S. federal and material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such returns and reports are correct in all material respects; have either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM or the WFM Subsidiaries 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 WFM or the WFM Subsidiaries, nor has WFM or the WFM Subsidiaries received notice of any such deficiency, delinquency or default. WFM and the WFM Subsidiaries have no material tax liabilities other than those reflected on the WFM Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM will make available to Amrion true, complete and correct copies of WFM's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by Amrion. There is no dispute or claim concerning any material tax liability of WFM or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which WFM or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFM; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14

Tax Returns; Taxes. Each of WFM Cal Pro and the WFM Cal Pro Subsidiaries have duly filed all U.S. federal and material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes it and all such returns and reports are correct in all material respects; have either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing required estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM Cal Pro or the WFM Cal Pro Subsidiaries 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 WFM Cal Pro or the WFM Cal Pro Subsidiaries, nor has WFM Cal Pro or the WFM Cal Pro Subsidiaries received notice of any such deficiency, delinquency or default. WFM Cal Pro and the WFM Cal Pro Subsidiaries have no material tax liabilities other than those reflected on the WFM Cal Pro Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM Cal Pro will make available to Amrion ImaginOn true, complete and correct copies of WFMCal Pro's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by Amrionreturns. There is no dispute or claim concerning any material tax liability of WFM Cal Pro or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which WFM Cal Pro or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFMCal Pro; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14Cal Pro, except as set forth on Schedule 4.11.

Tax Returns; Taxes. Each of WFM MEDY and the WFM Subsidiaries CADI have duly filed all U.S. federal and material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such returns and reports are correct in all material respects; have either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM MEDY or the WFM Subsidiaries CADI 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 WFM MEDY or the WFM SubsidiariesCADI, nor has WFM MEDY or the WFM Subsidiaries CADI received notice of any such deficiency, delinquency or default. WFM MEDY and the WFM Subsidiaries CADI have no material tax liabilities other than those reflected on the WFM MEDY Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM MEDY will make available to Amrion IPS true, complete and correct copies of WFMMEDY's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by AmrionIPS. There is no dispute or claim concerning any material tax liability of WFM MEDY or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which WFM MEDY or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFMMEDY; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14MEDY.

Tax Returns; Taxes. Each of WFM LSI and the WFM LSI Subsidiaries (a) have ------------------ duly filed all U.S. federal and material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to incomeadvance corporation tax, payrollcapital gains tax, property, withholding, social security, unemployment, franchisecorporation tax, excise duties, income tax (including "Pay as You Earn"), inheritance tax, insurance premium tax, National Insurance contributions, stamp duty taxes, value added tax and sales taxes similar taxes, and all such returns and reports are correct in all material respects; (b) have either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and (c) have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM LSI or the WFM Subsidiaries any LSI Subsidiary with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against WFM LSI or the WFM LSI Subsidiaries, nor has WFM LSI or the WFM LSI Subsidiaries received notice of any such deficiency, delinquency or default. WFM LSI and the WFM LSI Subsidiaries have no material tax liabilities other than those reflected on the WFM LSI Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM LSI will make available to Amrion Mizar true, complete and correct copies of WFMLSI's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by AmrionMizar. There is no dispute or claim concerning any material The income tax liability liabilities of WFM or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as LSI and the LSI Subsidiaries have been paid for all fiscal years up to which WFM or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFM; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14including the year ended September 30, 1997.

Tax Returns; Taxes. CIS is a "small business corporation" and has maintained a valid election to be an "S" corporation under Subchapter S of the Internal Revenue Code of 1986 (the "Code") and the equivalent provisions of all applicable state income tax statutes since the later of (i) the date of its incorporation or (ii) December 31, 1986. Neither the tax imposed on certain built-in gains under Section 1374 of the Code nor the tax imposed on excess net passive income under Section 1375 of the Code applies to CIS. Each of WFM CIS and the WFM Subsidiaries have its subsidiaries has duly filed all U.S. federal and material federal, state, county, local and foreign tax returns and reports required to be filed by it, including those it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to incometaxes in such jurisdictions, payrollwhether or not in connection with such returns. Notwithstanding anything herein to the contrary, propertythe Stockholders acknowledge that they shall be responsible for all taxes arising from the operations of CIS and its subsidiaries prior to and including the date of the 1996 Balance Sheet. All deficiencies asserted as a result of any examinations by the Internal Revenue Service ("IRS") or any other taxing authority have been paid, withholding, social security, unemployment, franchise, excise fully settled or adequately provided for in the 1996 Balance Sheet or the 1996 Subsidiary Balance Sheet. There are no pending claims asserted for taxes of CIS or any of its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of CIS or any of its subsidiaries for any period. Each of CIS and sales taxes its subsidiaries has made all estimated income tax deposits and all such returns other required tax payments or deposits and reports are correct has complied for all prior periods in all material respects; have either paid in full respects with the tax withholding provisions of all taxes that have become due as reflected on any return or report applicable federal, state, local, foreign and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have other laws. CIS has made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM or the WFM Subsidiaries 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 WFM or the WFM Subsidiaries, nor has WFM or the WFM Subsidiaries received notice of any such deficiency, delinquency or default. WFM and the WFM Subsidiaries have no material tax liabilities other than those reflected on the WFM Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM will make available to Amrion World Access true, complete and correct copies of WFM's consolidated U.S. federal income tax returns of CIS and its subsidiaries for the last five three (3) taxable years and make made available such other tax returns of requested by Amrion. There is no dispute or claim concerning any material tax liability of WFM or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which WFM or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFM; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14World Access.

Tax Returns; Taxes. Each of WFM MEDY and the WFM Subsidiaries CADI have duly filed all U.S. federal and material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such returns and reports are correct in all material respects; have either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM MEDY or the WFM Subsidiaries CADI 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 WFM MEDY or the WFM SubsidiariesCADI, nor has WFM MEDY or the WFM Subsidiaries CADI received notice of any such deficiency, delinquency or default. WFM MEDY and the WFM Subsidiaries CADI have no material tax liabilities other than those reflected on the WFM MEDY Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM MEDY will make available to Amrion CDS true, complete and correct copies of WFMMEDY's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by AmrionCDS. There is no dispute or claim concerning any material tax liability of WFM MEDY or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which WFM MEDY or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFMMEDY; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14MEDY.

Tax Returns; Taxes. Each of WFM Amrion and the WFM Subsidiaries Natrix have duly filed all U.S. federal and material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such returns and reports are correct in all material respects; have either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM Amrion or the WFM Subsidiaries Natrix 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 WFM Amrion or the WFM SubsidiariesNatrix, nor has WFM Amrion or the WFM Subsidiaries Natrix received notice of any such deficiency, delinquency or default. WFM Amrion and the WFM Subsidiaries Natrix have no material tax liabilities other than those reflected on the WFM Amrion Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM Amrion will make available to Amrion WFM true, complete and correct copies of WFMAmrion's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by AmrionWFM. There is no dispute or claim concerning any material tax liability of WFM Amrion or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which WFM Amrion or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFMAmrion; and (c) there is no outstanding audit or pending audit of any tax return filed by WFMAmrion. 148

Tax Returns; Taxes. Each of WFM and the WFM Subsidiaries have Mizar (a) has duly filed all U.S. federal and ------------------ material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such returns and reports are correct in all material respects; have (b) 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 its books or have established adequate reserves for all taxes payable but not yet due; and have (c) has made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM or the WFM Subsidiaries Mizar with respect to any tax, except that Mizar has been granted extensions for the filing of its federal tax returns for the year ended June 30, 1997, and its Texas franchise taxes are paid pursuant to a valid extension agreement. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against WFM or the WFM SubsidiariesMizar, nor has WFM or the WFM Subsidiaries Mizar received notice of any such deficiency, delinquency or default. WFM and the WFM Subsidiaries have Mizar has no material tax liabilities other than those reflected on the WFM Mizar Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM Mizar will make available to Amrion LSI true, complete and correct copies of WFMMizar's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by AmrionLSI. There is no dispute or claim concerning any material The U.S. federal income tax liability liabilities of WFM or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as Mizar have been paid for all fiscal years up to which WFM or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFM; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14including the year ended June 30, 1997.

Tax Returns; Taxes. (i) Each of WFM Southcoast and the WFM Subsidiaries have Bank has (i) duly and timely filed with the appropriate governmental entity all U.S. federal and material state, county, local and foreign tax returns and reports Tax Returns required to be filed by itit (taking into account any applicable extensions), including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such returns Tax Returns are true, correct and reports are correct complete in all material respects; have either respects and prepared in compliance with all applicable laws and (ii) timely paid in full all taxes that have become Taxes due as reflected and owing (whether or not shown due on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligationsTax Returns). No extension or waiver Neither Southcoast nor the Bank currently is the beneficiary of any statute extension of limitations or time within which to file any return Tax Return. No claim has ever been granted to or requested made by WFM a governmental entity in a jurisdiction where Southcoast and the Bank do not file Tax Returns that Southcoast or the WFM Subsidiaries Bank is or may be subject to taxation by that jurisdiction. Neither Southcoast nor the Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to any taxTaxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed or assessed against WFM or the WFM Subsidiaries, nor has WFM or the WFM Subsidiaries received notice (ii) The unpaid Taxes of any such deficiency, delinquency or default. WFM Southcoast and the WFM Subsidiaries have no material tax Bank did not, as of December 31, 2014, exceed the reserve for Tax liabilities other than those reflected (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the WFM Balance Sheet and those arising face of the balance sheets (rather than in any notes thereto) contained in the Southcoast Financial Statements, which were prepared in accordance with GAAP. Since December 31, 2014, neither Southcoast nor the Bank has incurred any liability for Taxes outside the ordinary course of business since or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Southcoast or the date thereofBank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. WFM will make available (iv) There are no deficiencies for Taxes with respect to Amrion trueSouthcoast and the Bank that have been set forth or claimed in writing, complete and correct copies of WFM's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested or proposed or assessed by Amriona governmental entity. There is are no dispute pending, proposed or, to the knowledge of Southcoast, threatened audits, investigations, disputes or claim concerning claims or other actions for or relating to any liability for Taxes with respect to Southcoast and the Bank. No material tax liability issues relating to Taxes of WFM Southcoast or the Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Southcoast, the Bank or any predecessor has waived any statute of its subsidiaries either: (alimitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, or has made any request in writing for any such extension or waiver, that remains in effect. Except as set forth in Section 3.2(f)(iv) raised by any taxing authority in writing; (b) as to which WFM or any of its subsidiaries has received notice concerning a potential audit of any return filed by WFM; and (c) the Disclosure Memorandum, there is no outstanding audit not currently in effect any power of attorney authorizing any Person to act on behalf of Southcoast or pending audit of the Bank, or receive information relating to Southcoast or the Bank, with respect to any tax return filed by WFMTax matter. 14(v) Neither Southcoast nor the Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of

Tax Returns; Taxes. Each of WFM and the WFM Subsidiaries have ImaginOn has duly filed all U.S. federal and material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes it and all such returns and reports are correct in all material respects; have either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated required payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or 30698_8 -11- requested by WFM or the WFM Subsidiaries ImaginOn 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 WFM or the WFM SubsidiariesImaginOn, nor has WFM or the WFM Subsidiaries ImaginOn received notice of any such deficiency, delinquency or default. WFM and the WFM Subsidiaries have ImaginOn has no material tax liabilities other than those reflected on the WFM Balance Sheet ImaginOn Financial Statements and those arising in the ordinary course of business since the date thereof. WFM ImaginOn will make available to Amrion Cal Pro true, complete and correct copies of WFMImaginOn's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by Amrionreturns. There is no dispute or claim concerning any material tax liability of WFM ImaginOn or any of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as to which WFM or any of its subsidiaries ImaginOn has received notice concerning a potential audit of any return filed by WFMImaginOn; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14ImaginOn, except as set forth on Schedule 3.12.

Tax Returns; Taxes. Each of WFM and the WFM Subsidiaries have RSI has duly filed all U.S. federal and material state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, unemployment, franchise, excise and sales taxes and all such returns and reports are correct in all material respects; have 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 has fully accrued on its books or have has established adequate reserves for all taxes payable but not yet due; and have has made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by WFM or the WFM Subsidiaries RSI 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 WFM or the WFM SubsidiariesRSI, nor has WFM or the WFM Subsidiaries RSI received notice of any such deficiency, delinquency or default. WFM and the WFM Subsidiaries have RSI has no material tax liabilities other than those reflected on the WFM RSI Balance Sheet and those arising in the ordinary course of business since the date thereof. WFM RSI will make available to Amrion CNI true, complete and correct copies of WFMRSI's consolidated U.S. federal tax returns for the last five years and make available such other tax returns requested by AmrionCNI. There is no dispute or claim concerning any material The U.S. federal income tax liability liabilities of WFM or any RSI have been calculated in accordance the guidelines of its subsidiaries either: (a) raised by any taxing authority in writing; (b) as the Internal Revenue Service. The Internal Revenue Service has audited RSI for all fiscal years up to which WFM or any and including the year ended March 31, 1995. At March 31, 1998, the net operating loss carryforward of its subsidiaries has received notice concerning a potential audit of any return filed by WFM; and (c) there is no outstanding audit or pending audit of any tax return filed by WFM. 14RSI was at least $2,100,000.