Audits, Investigations, Disputes or Claims. Currently, no deficiencies for Taxes are claimed, proposed or assessed by any taxing or other governmental authority against Seller. Except as set forth on Schedule 4.10(c), there are no pending or, to the Knowledge of Seller, threatened audits, investigations, disputes or claims or other actions for or relating to any Liability for Taxes with respect to Seller, and there are no matters under discussion by or on behalf of Seller with any Governmental Body, or known to Seller, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to Seller. Audits of federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth in Schedule 4.10(c) and, except as set forth in Schedule 4.10(c), none of Seller, any Subsidiary thereof, or any predecessor thereof has been notified that any taxing authority intends to audit a Tax Return for any other period. Seller has delivered to Purchaser complete and accurate copies of Seller’s federal, state and local Tax Returns for the years ended December 31, 2003, 2004, 2005 and 2006 as well as complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by Seller at any time. Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney granted by Seller with respect to any Taxes is currently in force.
Audits, Investigations, Disputes or Claims. No deficiencies for Taxes have been claimed, proposed or assessed by any taxing or other Governmental Authority against the Seller with respect to the Purchased Assets or the Evamist Business, and there are no pending or, to the Knowledge of the Seller, threatened audits, investigations, disputes or claims or other actions for or relating to any Liability for Taxes with respect to the Purchased Assets or the Evamist Business, and there are no matters under discussion with any Governmental Authorities, or known to the Seller, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the Purchased Assets or the Evamist Business. The Seller has delivered or made available to Acquiror complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Seller since December 31, 2004 with respect to the Purchased Assets or the Evamist Business. With respect to the Purchased Assets or the Evamist Business, the Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
Audits, Investigations, Disputes or Claims. No deficiencies for Taxes have been claimed, proposed or assessed by any Tax authority against Seller or the Property Entities. Except as disclosed on Schedule 8.1(q), there are no pending or, to the knowledge of Seller or the Property Entities, threatened audits, investigations, disputes or claims or other actions for or relating to any liability for Taxes with respect to any of Seller or the Property Entities, and there are no matters under discussion with any governmental authorities, or known to any of Seller or the Property Entities, with respect to Taxes that are likely to result in a material additional liability for Taxes with respect to Seller or the Property Entities. Seller and the Property Entities have delivered or made available to Purchaser complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by any of Seller and the Property Entities since December 31, 1998. Except as set forth on Schedule 8.1(q), neither Seller nor the Property Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
Audits, Investigations, Disputes or Claims. No deficiencies for Taxes have been claimed, proposed or assessed by any taxing or other Governmental Body against the Company. There are no pending or threatened audits, investigations, disputes or claims or other actions for or relating to any liability for Taxes with respect to the Company, and there are no matters under discussion with any Governmental Body with respect to Taxes. Audits of federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth on Schedule 4.13(d) and, except as set forth in such Schedule, neither the Company nor any predecessor has been notified that any Taxing Authority intends to audit a Tax Return for any other period. The Company has delivered or made available to Parent complete and accurate copies of federal, state and local Tax Returns of the Company and its predecessors for all Tax years for which the statute of limitations period remains open, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Company since January 1, 2003. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. The Company has not received (and is not subject to) any ruling from any Taxing Authority and has not entered into (and is not subject to) any agreement with a Taxing Authority.
Audits, Investigations, Disputes or Claims. Except as set forth on Schedule 3.9(c) of the CMGO Disclosure Schedules, no deficiencies for Taxes are claimed, proposed or assessed by any taxing or other governmental authority against AE, and there are no pending or, to the knowledge of CMGO, threatened audits, investigations, disputes or claims or other actions for or relating to any Liability for Taxes with respect to AE, and there are no matters under discussion by or on behalf of AE with any Regulatory Authority, or known to CMGO, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to AE. Audits of federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth on Schedule 3.9(c) of the CMGO Disclosure Schedules, and, except as set forth thereon, none of AE or any predecessor thereof has been notified that any taxing authority intends to audit a Tax Return for any other period. AE has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney granted by AE with respect to any Taxes is currently in force.
Audits, Investigations, Disputes or Claims. No deficiencies for Taxes of the Company or any of its Subsidiaries have been claimed, proposed or assessed in writing against the Company or any of its Subsidiaries by any taxing or other governmental authority that have not been fully paid or finally settled, and adequate reserves or accruals in accordance with GAAP have been established in the books of the Company and its Subsidiaries with respect to any unpaid Taxes. There are no audits, investigations, disputes or claims relating to the Taxes or Tax Returns of the Company or any of its Subsidiaries currently being conducted or made by any taxing authority. Neither the Company nor any of its Subsidiaries has executed a waiver with respect to any statute of limitations relating to the assessment or collection of any Taxes.
Audits, Investigations, Disputes or Claims. No deficiencies for Taxes of the Company or any of its Subsidiaries have been claimed, proposed or assessed in writing against the Company or any of its Subsidiaries by any taxing or other governmental authority that have not been fully paid or finally settled. No Seller or director or officer (or employee responsible for Tax matters) of the Company or any of its Subsidiaries expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. An adequate reserve in accordance with GAAP has been established in the books of the Company and its Subsidiaries with respect to any unpaid Taxes. No foreign, federal, state, or local tax audits, investigations, disputes or claims relating to the Taxes or Tax Returns of the Company or any of its Subsidiaries or administrative or judicial Tax proceedings currently are pending or being conducted with respect to the Company or any of its Subsidiaries.
Audits, Investigations, Disputes or Claims. No deficiencies for Taxes have been claimed, proposed or assessed in writing by any taxing or other governmental authority against the Company. There are no pending or Threatened audits, investigations, disputes or claims or other Proceedings for or relating to any Liability for Taxes with respect to the Company, and there are no matters under discussion with any Governmental Bodies, or known to the Company or any Member, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the Company. There have been no audits of federal, state or local Tax Returns by the relevant taxing authorities, and, except as set forth in Schedule 5.10, neither the Company, any predecessor or any Member has been notified that any taxing authority intends to audit a Tax Return. The Company has made available to Buyer complete and accurate copies of federal, state and local Tax Returns of the Company for the years ended December 31, 2002, 2003 and 2004, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Company since the Company’s inception. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
Audits, Investigations, Disputes or Claims. No deficiencies for Taxes have been claimed, proposed or assessed by any taxing or other governmental authority against Seller. There are no pending or, to the Knowledge of Seller, threatened audits, investigations, disputes or claims or other Actions for or relating to any Liability for Taxes with respect to Seller, and there are no matters under discussion with any governmental authorities, or known to Seller, with respect to Taxes that are likely to result in a material additional Liability for Taxes with respect to Seller. Neither Seller nor any predecessor of Seller has ever been notified that any taxing authority intends to audit a Tax Return for any period. Seller has delivered to Purchaser complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by Seller since December 31, 2001. Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney granted by Seller with respect to any Taxes is currently in force.
Audits, Investigations, Disputes or Claims. No material deficiencies for Taxes have been claimed, proposed or assessed by any taxing authority against any Credit Party. There are no pending or, to the best knowledge of any Credit Party, threatened audits, investigations, disputes or claims or other actions for or relating to any liability for Taxes with respect to the Credit Parties, and there are no matters under discussion with any taxing authorities, or known to any Credit Party, with respect to Taxes that are likely to result in a material additional liability for Taxes with respect to the Credit Parties. Audits of foreign, federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth in Schedule 5.22 and, except as set forth in such Schedule, no Credit Party nor any predecessor to any Credit Party has been notified that any taxing authority intends to audit a Tax Return for any other period. None of the Credit Parties has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney granted by any Credit Party with respect to any Taxes is currently in effect.
