Common use of Audits; Claims Clause in Contracts

Audits; Claims. Except as set forth in Part 2.15(c) of the Disclosure Schedule, no Tax Return of any of the Acquired Companies for any period ended on or after December 31, 2011 has been examined or audited by any Governmental Body. None of the Acquired Companies has received from any Governmental Body any written: (i) notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax for any open Tax period has been granted by, or requested in writing from, any of the Acquired Companies. No assessment, claim or Legal Proceeding is pending, proposed or threatened against any of the Acquired Companies in respect of any Tax. There are no liens for Taxes upon any of the assets of each of the Acquired Companies, except liens for current Taxes not yet due and payable (and for which there are adequate accruals, in accordance with GAAP). No power of attorney has been granted with respect to any matter related to Taxes of any of the Acquired Companies that on the Closing Date will be in effect.

Audits; Claims. Except as set forth in Part 2.15(c) of the Disclosure Schedule, no Tax Return of any of the Acquired Companies for any period ended on or after Since December 31, 2011 2014, no Acquired Entity Return has been examined or audited by any Governmental Body. None of the Since December 31, 2014, no Acquired Companies Entity has received from any Governmental Body any writtenany: (i) written (or, to the Knowledge of the Company, other) notice indicating an intent to open an audit or other reviewreview with respect to any Tax or any Acquired Entity Return; (ii) request for information related to Tax matters; or (iii) written (or, to the Knowledge of the Company, other) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax for any open Tax period has been granted by, by or requested from any Acquired Entity that is currently in writing from, any of the Acquired Companieseffect. No assessment, investigation, claim or Legal Proceeding is pending, proposed or or, to the Knowledge of the Company, threatened against any of the Acquired Companies Entity in respect of any Tax. There are no liens for Taxes upon any of the assets of each of the any Acquired Companies, Entity except liens for current Taxes not yet due and payable (and for which there are adequate accruals, in accordance with GAAPthe Company Accounting Principles). No power of attorney has been granted with respect to any matter related to Taxes of any of the Acquired Companies Entity that on the Closing Date will be in effect.

Audits; Claims. Except as otherwise set forth in Part 2.15(con Section 3.14(c) of the Company Disclosure ScheduleSchedules, within the past seven years, no Tax Company Return of any of the Acquired Companies for any period ended on or after December 31, 2011 has been examined or audited by any Governmental BodyEntity. None Except as otherwise set forth on Section 3.14(c) of the Acquired Companies has Company Disclosure Schedules, within the past seven years, the Company and its Subsidiaries have not received from any Governmental Body any writtenEntity any: written (i) notice indicating an intent to open an audit or other review; or (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax for any open Tax period has been granted by, by the Company or requested in writing from, any of its Subsidiaries or is the Acquired Companiessubject of a pending request of a Governmental Entity. No material assessment, claim or Legal Proceeding is pending, proposed or in writing or, to the Knowledge of the Company, threatened against the Company or any of the Acquired Companies its Subsidiaries in respect of any Tax. There are no liens Liens for Taxes upon any of the assets of each the Company or any of the Acquired Companies, its Subsidiaries except liens Liens for current Taxes not yet due and payable (and for which there are adequate accruals, in accordance with GAAP). No power of attorney has been granted with respect to any matter related to Taxes of the Company or any of the Acquired Companies its Subsidiaries that on the Closing Date will be in effect.