Common use of 7Taxes Clause in Contracts

7Taxes. Seller and the Company file separate Tax Returns, but do report their Financial Statements on a consolidated bases with the Securities and Exchange Commission (“SEC”) in Seller’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (such reports, the “SEC Filings”). (a) To Seller’s Knowledge, the Company has properly completed and timely filed with the appropriate Tax Authorities all Tax Returns required to be filed by it prior to the Closing, has timely paid all Taxes required to be paid by it (whether or not shown on any Tax Return), and the Company does not have any Liability for Taxes in excess of the amounts so paid. All such Tax Returns were complete and accurate and have been prepared in compliance with Applicable Law. There is no claim for Taxes that has resulted in an Encumbrance against any of the assets of the Company. (b) The Company has delivered to Acquiror true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies, adjustments and proposed deficiencies and adjustments in respect of the Company. (c) The Consolidated Balance Sheet reflects all Liabilities for unpaid Taxes of the Company for periods (or portions of periods) through the Consolidated Balance Sheet Date. The Company has no Liability for unpaid Taxes accruing after the Consolidated Balance Sheet Date except for Taxes arising in the ordinary course of business consistent with past practice following the Consolidated Balance Sheet Date. There is (i) no past or pending audit of, or Tax controversy associated with, any Tax Return of the Company or Seller that has been or is being conducted by a Tax Authority, (ii) no other procedure, proceeding or contest of any refund or deficiency in respect of Taxes pending or on appeal with any Governmental Authority, (iii) no extension of any statute of limitations on the assessment of any Taxes granted by the Company currently in effect, and (iv) except as set forth on Schedule 3.7(c) of the Company Disclosure Schedules, no agreement to any extension of time for filing any Tax Return that has not been filed. No claim has ever been made by any Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. (d) The Company has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes from payments made or deemed made to any Person and have duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all Applicable Laws. The Company is in material compliance with, and its records contain all information and documents necessary to comply with, all applicable information reporting and withholding requirements under all applicable Tax Laws. (e) The prices and terms for the provision of any property or services by or to the Company and/or Seller are at arm’s length for purposes of the relevant transfer pricing laws and all related documentation if required by such Applicable Laws has been timely prepared or obtained and, if necessary, retained. (f) Neither the Company nor the Seller is or has ever been, subject to Tax in any country other than its country of incorporation by virtue of being treated as a resident of or having a permanent establishment or other place of business in that country. (g) Neither the Company nor the Seller has been or, to the Seller’s Knowledge, will be required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state, local or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Closing. (h) Neither the Company nor the Seller is a party to or is bound by any Tax sharing, Tax indemnity, or Tax allocation agreement, and neither the Company nor the Seller has any Liability or potential Liability to another party under any such agreement. (i) Neither the Company nor the Seller has consummated or participated in and is not currently participating in, any transaction that was or is a “Tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder. The Company has not participated in, and is not currently participating in, a “Listed Transaction” or a “Reportable Transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign law. (j) Neither the Company nor the Seller has any Liability for the Taxes of any Person (other than the Company) as a transferee or successor, by operation of Applicable Law, by Contract or otherwise. (k) To Seller’s Knowledge, neither the Company nor the Seller will be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) ending after the Closing as a result of any (i) change in method of accounting for a Taxable period ending on or prior to the Closing Date, (ii) “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) executed on or prior to the Closing Date, (iii) intercompany transactions (including any intercompany transaction subject to Section 367 or 482 of the Code) or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) with respect to a transaction occurring on or prior to the Closing Date, (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) election under Section 108(i) of the Code made on or prior to the Closing or (vi) prepaid amount received on or prior to the Closing Date. (l) Neither the Company nor the Seller has received any private letter ruling from the IRS (or any comparable Tax ruling from any other Governmental Authority). (m) The Company has (i) complied with all Applicable Law relating to the payment, reporting and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code or similar provisions under any foreign law), (ii) withheld (within the time and in the manner prescribed by Applicable Law) from employee wages or consulting compensation and paid over to the proper governmental authorities (or is properly holding for such timely payment) all amounts required to be so withheld and paid over under all Applicable Law, including federal and state income Taxes, Federal Insurance Contribution Act, Medicare, Federal Unemployment Tax Act, relevant state income and employment Tax withholding laws, and (iii) timely filed all withholding Tax Returns, for all periods through and including the Closing Date.

7Taxes. Seller and Except as set forth on Section 3.7 of the Company file separate Tax ReturnsDisclosure Schedules, but do report their Financial Statements on a consolidated bases with the Securities and Exchange Commission (“SEC”) in Seller’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (such reports, the “SEC Filings”).​ (a) To Seller’s Knowledge, the Company has properly completed and timely filed with the appropriate Tax Authorities all All Tax Returns required to be filed by it prior to the ClosingSellers, has timely paid all Taxes or otherwise required to be paid filed with respect to the Assets or Business, have been timely filed (taking into account any valid extensions). Each such Tax Return is correct and complete in all material respects. All Taxes due and payable by it (Sellers, or with respect to the Assets of the Business, whether or not shown on any Tax Return), and the Company does not have any Liability for Taxes in excess of the amounts so paid. All such Tax Returns were complete and accurate and have been prepared in compliance with Applicable Law. There is no claim for Taxes that has resulted in an Encumbrance against any of the assets of the Company. (b) The Company has delivered to Acquiror true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies, adjustments and proposed deficiencies and adjustments in respect of the Company. (c) The Consolidated Balance Sheet reflects all Liabilities for unpaid Taxes of the Company for periods (or portions of periods) through the Consolidated Balance Sheet Date. The Company has no Liability for unpaid Taxes accruing after the Consolidated Balance Sheet Date except for Taxes arising in the ordinary course of business consistent with past practice following the Consolidated Balance Sheet Date. There is (i) no past or pending audit of, or Tax controversy associated with, any Tax Return of the Company or Seller that has been or is being conducted by a Tax Authority, (ii) no other procedure, proceeding or contest of any refund or deficiency in respect of Taxes pending or on appeal with any Governmental Authority, (iii) no extension of any statute of limitations on the assessment of any Taxes granted by the Company currently in effect, and (iv) except as set forth on Schedule 3.7(c) of the Company Disclosure Schedules, no agreement to any extension of time for filing any Tax Return that has not been filedtimely paid. No claim has ever been made by any Governmental Authority an authority in a jurisdiction where the Company does Sellers do not file Tax Returns that the Company it is or may be subject to taxation by that jurisdictionjurisdiction with respect to the Assets or Business. There are no liens or security interests on any of the Assets or other assets of Sellers relating to the Business that arose in connection with any failure (or alleged failure) to pay any Tax. No Seller is currently the beneficiary of any extension of time within which to file any material Tax Return other than extensions of time to file Tax Returns obtained in the Ordinary Course of Business. ​ (b) All Taxes required to have been withheld and paid with respect to the Assets or Business in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party have been withheld and paid and all material filings required with respect thereto, including without limitation IRS Forms W-2 and 1099, have been properly completed and filed. (c) There is no action, dispute, audit, or claim concerning any Tax Liability with respect to the Assets or Business claimed or raised by any authority in writing. ​ (d) The Company has complied No power of attorney is currently in all material respects force with all applicable Laws respect to any Tax matter relating to the payment and withholding of Taxes from payments made Assets or deemed made to any Person and have duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all Applicable Laws. The Company is in material compliance with, and its records contain all information and documents necessary to comply with, all applicable information reporting and withholding requirements under all applicable Tax LawsBusiness. (e) The prices and terms for the provision There is no outstanding waiver of any property statute of limitations in respect of Taxes or services agreement to extend the time (or is or would be subject to a waiver or extension given by any other Person) with respect to a Tax assessment or deficiency with respect to the Company and/or Assets or Business, nor has any Seller are at arm’s length for purposes of the relevant transfer pricing laws and all related documentation if required by been requested to give such Applicable Laws has been timely prepared waivers or obtained and, if necessary, retained.extensions. ​ ​ ​ ​ (f) Neither the Company nor the Seller is or has ever been, subject to Tax in any country other than its country of incorporation by virtue of being treated as a resident of or having a permanent establishment or other place of business in that country. (g) Neither the Company nor the Seller has been or, to the Seller’s Knowledge, will be required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state, local or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Closing. (h) Neither the Company nor the Seller is a party to or is bound by any Tax sharing, Tax indemnity, or Tax allocation agreement, and neither the Company nor the Seller has any Liability or potential Liability to another party under any such agreement. (i) Neither the Company nor the Seller has consummated or participated in and is not currently participating in, any transaction that was or is a “Tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder. The Company has not participated in, and is not currently participating in, a “Listed Transaction” or a “Reportable Transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign law. (j) Neither the Company nor the Seller has any Liability for the Taxes of any Person (other than the Company) as a transferee or successor, by operation of Applicable Law, by Contract or otherwise. (k) To Seller’s Knowledge, neither the Company nor the Seller will be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) ending after the Closing as a result of any (i) change in method of accounting for a Taxable period ending on or prior to the Closing Date, (ii) There are no “closing agreementagreements” (as described in Code Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign non-U.S. income Tax lawLaw) executed on and Tax rulings requested or prior to the Closing Date, (iii) intercompany transactions (including received from any intercompany transaction subject to Section 367 or 482 of the Code) or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) taxing authority with respect to the Assets or Business. ​ (g) There is no obligation in connection with the Assets or Business to pay the Taxes of another person as a transaction occurring on result of being a transferee or prior successor, or as a result of a contract, or otherwise. There is no Tax allocation or Tax sharing agreement with respect to the Closing Date, Assets or the Business. (ivh) installment sale or open transaction disposition made on or prior With respect to the Closing DateBusiness or the Assets, there is no (vi) election under Section 108(i) permanent establishment or office or fixed place of business outside the Code made on or prior to the Closing United States, or (viii) prepaid amount amounts received on or prior to the Closing Datedate hereof but not included in taxable income as of the date hereof. (i) No Seller has participated in a listed transaction within the meaning of Treasury Regulations Section 1.6011-4(c) with respect to the Assets or the Business. ​ (j) All applicable state and local sales and use Taxes with respect to the Assets or the Business have been properly collected and timely remitted to the proper taxing authorities, and have also been properly reported in a timely manner to the proper taxing authorities. (k) No Seller has (i) deferred any employment or payroll Taxes under Section 2302 of the CARES Act; (ii) requested or received an advance of any employment or payroll Tax credits, reduced any employment or payroll Taxes due and payable in anticipation of claiming employment or payroll Tax credits; (iii) claimed any employment or payroll Tax credits (or, to the extent any such credit is disclosed in the Disclosure Schedules, such Seller has claimed such credit in compliance with applicable Law and will not be subject to recapture), in each case under either Section 7001 or 7002 of the FFCRA or under Section 2301 of the CARES Act and relating to the business or operations of Seller. (l) Neither With respect to each Seller, the Company nor assets being transferred to Buyer is "substantially all" assets of the Seller has received any private letter ruling from the IRS (or any comparable Tax ruling from any other Governmental AuthoritySeller, in accordance with Code Section 368(a)(1)(C).. ​ (m) The Company Each S Corporation Seller and its owners has duly and properly filed all elections necessary for such Seller to qualify as an “S Corporation’ as described in Code Section 1361 and 1362 for U.S. federal, state and local income tax purposes at the time of the formation of such Seller. Each S Corporation Sellers’ S Corporation status remains valid and in effect and has never been revoked or terminated. ​ Nothing in this Section 3.7 or otherwise in this Agreement shall be construed as a representation or warranty with respect to any Tax position that Buyer or its Affiliates may take in any taxable period (ior portion thereof) complied beginning after the Closing Date or regarding the amount, usability, value or condition of, or any limitations on, any Tax asset or attribute with all Applicable Law relating respect to the paymentAssets, reporting and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 or of the Code or similar provisions under any foreign law)S Corporation Sellers, (ii) withheld (within after the time and in the manner prescribed by Applicable Law) from employee wages or consulting compensation and paid over to the proper governmental authorities (or is properly holding for such timely payment) all amounts required to be so withheld and paid over under all Applicable Law, including federal and state income Taxes, Federal Insurance Contribution Act, Medicare, Federal Unemployment Tax Act, relevant state income and employment Tax withholding laws, and (iii) timely filed all withholding Tax Returns, for all periods through and including the Closing Date.Closing. ​

7Taxes. Seller and the Company file separate Tax Returns, but do report their Financial Statements has filed or caused to be filed on a consolidated bases with the Securities timely basis all income and Exchange Commission (“SEC”) in Seller’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (such reports, the “SEC Filings”). (a) To Seller’s Knowledge, the Company has properly completed and timely filed with the appropriate Tax Authorities all other material Tax Returns that are or were required to be filed by it prior Seller or with respect to Seller, pursuant to the ClosingLaws of each Governmental Authority with taxing power over Seller or the Purchased Assets, has timely paid all except such Taxes, if any, as are set forth in the Financial Statements and are being contested in good faith and as to which adequate reserves have been provided in the most recent balance sheet included in the Financial Statements. All Taxes required to be paid owed by it Seller (whether or not shown on any Tax Return)) have been paid. Seller has complied with all applicable Laws relating to unclaimed property and timely filed all required documentation and paid all required amounts to the appropriate Governmental Authority with respect to such Laws. There have been no audits, and proceedings or investigations by the Company does not have any Liability Internal Revenue Service or relevant state or local Tax Authorities of federal or state income or employment, or state franchise or sales Tax Returns of Seller. There are no Encumbrances for Taxes in excess upon any of the amounts so paidPurchased Assets other than statutory liens for Taxes not yet due and payable. All such Seller has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other entity) of any statute of limitations relating to the payment of Taxes of Seller or for which Seller may be liable (other than in connection with automatic extensions of the due date for filing a Tax Returns were complete and accurate and have been prepared Return obtained in compliance with Applicable Lawthe ordinary course of business). There is no claim power of attorney that is currently or that will be in effect following the Closing Date given by or binding upon Seller or its Affiliates with respect to Taxes related to the Purchased Assets for Taxes that any period for which the statute of limitations (including any waivers or extensions) has resulted in an Encumbrance against any not yet expired, other than powers of the assets of the Company. (b) The Company has delivered to Acquiror true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies, adjustments and proposed deficiencies and adjustments in respect of the Company. (c) The Consolidated Balance Sheet reflects all Liabilities for unpaid Taxes of the Company for periods (or portions of periods) through the Consolidated Balance Sheet Date. The Company has no Liability for unpaid Taxes accruing after the Consolidated Balance Sheet Date except for Taxes arising attorney granted in the ordinary course of business consistent with past practice following that will have no further effect after the Consolidated Balance Sheet DateClosing. There is (i) no past or pending audit of, or Tax controversy associated with, any Tax Return of the Company or Seller that No tax assessment has been proposed in writing against Seller, except as disclosed in the Financial Statements. All Taxes that Seller is or is being conducted was required by a law to withhold or collect have been withheld or collected and, to the extent required, have been timely paid to the proper Governmental Authority or other Person. All Tax Authority, (ii) no other procedure, proceeding or contest of any refund or deficiency in respect of Taxes pending Returns filed by or on appeal with behalf of Seller are true, correct and complete. Seller has never received any Governmental Authority, (iii) no extension of any statute of limitations on the assessment of any Taxes granted by the Company currently claim in effect, and (iv) except as set forth on Schedule 3.7(c) of the Company Disclosure Schedules, no agreement to any extension of time for filing any Tax Return that has not been filed. No claim has ever been made by any writing from a Governmental Authority or social security administration in a jurisdiction where the Company Seller does not file Tax Returns that the Company Seller is or may be subject to taxation by that jurisdiction. (d) . The Company has complied in Financial Statements accrue all material respects with all applicable Laws of Seller’s Liability for Taxes of any nature relating to periods through the payment date of such Financial Statements in accordance with GAAP, and withholding Seller has not incurred any Liability for Taxes since the date of Taxes from payments made or deemed made the Most Recent Balance Sheet outside the ordinary course of business, except in connection with the Transactions. Seller is not a “foreign person” as that term is used in Treasury Regulations 1.1445-2. Seller is not, and has not been, a party to any Person and have duly and timely withheld and paid over to ‘‘reportable transaction,’’ as defined in Section 6707A(c)(1) of the appropriate Taxing Authority all amounts Code. None of the Purchased Assets (i) is property required to be so withheld and paid under all Applicable Laws. The Company is in material compliance with, and its records contain all information and documents necessary to comply with, all applicable information reporting and withholding requirements under all applicable Tax Laws. (e) The prices and terms for the provision of any property or services treated as owned by or another person pursuant to the Company and/or Seller are at arm’s length for purposes provisions of Section 168(f)(8) of the relevant transfer pricing laws U.S. Internal Revenue Code of 1954, as amended and all related documentation if required by such Applicable Laws has been timely prepared or obtained and, if necessary, retained. (f) Neither in effect immediately before the Company nor the Seller is or has ever been, subject to Tax in any country other than its country of incorporation by virtue of being treated as a resident of or having a permanent establishment or other place of business in that country. (g) Neither the Company nor the Seller has been or, to the Seller’s Knowledge, will be required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A enactment of the Code or any comparable provision under stateTax Reform Act of 1986, local or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Closing. (hii) Neither the Company nor the Seller is a party to or is bound by any Tax sharing, Tax indemnity, or Tax allocation agreement, and neither the Company nor the Seller has any Liability or potential Liability to another party under any such agreement. (i) Neither the Company nor the Seller has consummated or participated in and is not currently participating in, any transaction that was or is a constitutes “Tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder. The Company has not participated in, and is not currently participating in, a “Listed Transactiontax-exempt use property” or a “Reportable Transactiontax-exempt bond financed property” within the meaning of ​ Section 6707A(c) 168 of the Code or Treasury Regulation Section 1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign law. (j) Neither the Company nor the Seller has any Liability for the Taxes of any Person (other than the Company) as a transferee or successor, by operation of Applicable Law, by Contract or otherwise. (k) To Seller’s Knowledge, neither the Company nor the Seller will be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) ending after the Closing as a result of any (i) change in method of accounting for a Taxable period ending on or prior to the Closing Date, (ii) “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) executed on or prior to the Closing DateCode, (iii) intercompany transactions (including secures any intercompany transaction subject to debt the interest of which is tax-exempt under Section 367 or 482 103(a) of the Code) or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) with respect to a transaction occurring on or prior to the Closing Date, (iv) installment sale or open transaction disposition made on or prior is subject to the Closing Date, (v) election under a 467 rental agreement as defined in Section 108(i) 467 of the Code made on or prior to the Closing or (vi) prepaid amount received on or prior to the Closing DateCode. (l) Neither the Company nor the Seller has received any private letter ruling from the IRS (or any comparable Tax ruling from any other Governmental Authority). (m) The Company has (i) complied with all Applicable Law relating to the payment, reporting and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code or similar provisions under any foreign law), (ii) withheld (within the time and in the manner prescribed by Applicable Law) from employee wages or consulting compensation and paid over to the proper governmental authorities (or is properly holding for such timely payment) all amounts required to be so withheld and paid over under all Applicable Law, including federal and state income Taxes, Federal Insurance Contribution Act, Medicare, Federal Unemployment Tax Act, relevant state income and employment Tax withholding laws, and (iii) timely filed all withholding Tax Returns, for all periods through and including the Closing Date.

7Taxes. Seller Except as set forth on Schedule 3.7 for which reserves shall be established upon the reasonable request of the Administrative Agent, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, all federal, state, local and the Company file separate Tax Returnsforeign income and franchise and other material tax returns, but do report their Financial Statements on a consolidated bases with the Securities reports and Exchange Commission statements (“SEC”) in Seller’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (such reportscollectively, the “SEC FilingsTax Returns”). (a) To Seller’s Knowledge, the Company has properly completed and timely filed with the appropriate Tax Authorities all Tax Returns required to be filed by it any Loan Party or any Restricted Subsidiary have been filed in its own name with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the Closing, has timely paid all Taxes required to be paid by it (whether or not shown date on any Tax Return), and the Company does not have which any Liability may be added thereto for Taxes non-payment thereof except for those contested in excess good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the amounts so paidappropriate Loan Party or any Restricted Subsidiary in accordance with GAAP. All such Tax Returns were complete and accurate and have been prepared in compliance with Applicable Law. There is no claim for Taxes that has resulted in an Encumbrance against any of the assets of the Company. (b) The Company has delivered to Acquiror true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies, adjustments and proposed deficiencies and adjustments in respect of the Company. (c) The Consolidated Balance Sheet reflects all Liabilities for unpaid Taxes of the Company for periods (or portions of periods) through the Consolidated Balance Sheet Date. The Company has no Liability for unpaid Taxes accruing after the Consolidated Balance Sheet Date except for Taxes arising in the ordinary course of business consistent with past practice following the Consolidated Balance Sheet Date. There is (i) no past or pending audit of, or Tax controversy associated with, any Tax Return of the Company or Seller that has been or is being conducted by a Tax Authority, (ii) no other procedure, proceeding or contest of any refund or deficiency in respect of Taxes pending or on appeal with any Governmental Authority, (iii) no extension of any statute of limitations on the assessment of any Taxes granted by the Company currently in effect, and (iv) except Other than as set forth on Schedule 3.7(c) of the Company Disclosure Schedules3.7, no agreement to any extension of time for filing any material Tax Return that is under audit or examination by any Governmental Authority and no written notice of such an audit or examination or any written assertion of any claim for material Taxes has not been filed. No claim has ever been given or made by any Governmental Authority Authority. Except as set forth on Schedule 3.7, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, proper and accurate amounts have been withheld by each Loan Party or any Restricted Subsidiary from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. (d) The Company has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes from payments made or deemed made to any Person and have duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all Applicable Laws. The Company is in material compliance with, and its records contain all information and documents necessary to comply with, all applicable information reporting and withholding requirements under all applicable Tax Laws. (e) The prices and terms for the provision of any property or services by or to the Company and/or Seller are at arm’s length for purposes of the relevant transfer pricing laws and all related documentation if required by such Applicable Laws has been timely prepared or obtained and, if necessary, retained. (f) Neither the Company nor the Seller is or has ever been, subject to Tax in any country other than its country of incorporation by virtue of being treated as a resident of or having a permanent establishment or other place of business in that country. (g) Neither the Company nor the Seller has been or, to the Seller’s Knowledge, will be required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state, local or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Closing. (h) Neither the Company nor the Seller is a party to or is bound by any Tax sharing, Tax indemnity, or Tax allocation agreement, and neither the Company nor the Seller has any Liability or potential Liability to another party under any such agreement. (i) Neither the Company nor the Seller has consummated or participated in and is not currently participating in, any transaction that was or is a “Tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder. The Company has not participated in, and is not currently participating in, a “Listed Transaction” or a “Reportable Transactionreportable transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b)) or has been a member of an affiliated, combined or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign law. (j) Neither the Company nor the Seller has any Liability for the Taxes of any Person (unitary group other than the Company) group of which a Tax Affiliate is the common parent. The Borrower is treated as a transferee partnership for U.S. federal income tax purposes and for all applicable state income tax purposes and has not made any election to be treated as an association taxable as a corporation under the Code or successorunder any corresponding provision of federal, by operation of Applicable Law, by Contract state or otherwise. (k) local tax law. To Seller’s Knowledge, neither the Company nor the Seller will be extent required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) ending after the Closing as a result of any (i) change in method of accounting for a Taxable period ending be paid on or prior to the Closing Date, (ii) “closing agreement” described all Other Taxes required to be paid in Section 7121 connection with the granting of the Code (security interest under the Loan Documents have been paid or any corresponding or similar provision of state, local, or foreign Tax law) executed will be paid on or prior to the Closing Date, (iii) intercompany transactions (including any intercompany transaction subject to Section 367 or 482 of the Code) or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) with respect to a transaction occurring on or prior to the Closing Date, (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) election under Section 108(i) of the Code made on or prior to the Closing or (vi) prepaid amount received on or prior to the Closing Date. (l) Neither the Company nor the Seller has received any private letter ruling from the IRS (or any comparable Tax ruling from any other Governmental Authority). (m) The Company has (i) complied with all Applicable Law relating to the payment, reporting and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code or similar provisions under any foreign law), (ii) withheld (within the time and in the manner prescribed by Applicable Law) from employee wages or consulting compensation and paid over to the proper governmental authorities (or is properly holding for such timely payment) all amounts required to be so withheld and paid over under all Applicable Law, including federal and state income Taxes, Federal Insurance Contribution Act, Medicare, Federal Unemployment Tax Act, relevant state income and employment Tax withholding laws, and (iii) timely filed all withholding Tax Returns, for all periods through and including the Closing Date.