Audits, Investigations or Claims. To the knowledge of the Company, no deficiencies for Taxes of the Company or the Company Subsidiary have been claimed, proposed or assessed by any taxing or other governmental authority. There are no pending or, to the knowledge of the Company, threatened audits, assessments or other Actions for or relating to any Liability in respect of Taxes of the Company or the Company Subsidiary, and there are no matters under discussion with any governmental authorities, or known to the Company, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the Company or the Company Subsidiary. Audits of federal, state, local and foreign Tax Returns by the relevant taxing authorities have been completed for the periods set forth on Disclosure Schedule 3.23(c) and, except as set forth in such Disclosure Schedule, none of the Company, the Company Subsidiary and their predecessors have been notified that any taxing authority intends to audit a Tax Return for any other period.
Audits, Investigations or Claims. There is no dispute or claim which has not been resolved concerning any Tax liability of the Company either (A) claimed or raised by any Taxing authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of the Company has Knowledge. There is no currently pending audit of any Tax Return of the Company by any Taxing authority, and the Company has not ever been notified in writing that any Taxing authority intends to audit any Tax Return of the Company. The Company has not executed any outstanding waivers or consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns.
Audits, Investigations or Claims. Except as set forth in --------------------------------- Schedule 4.19, the federal income tax returns and any required state tax returns of the Company have been examined by the Internal Revenue Service and any applicable state taxing authority for all periods from November 1, 1990, to and including the Closing, and except to the extent shown therein, no deficiencies for Taxes, have been assessed by any taxing or other governmental authority against the Company. Except as set forth in Schedule 4.19, there are no pending or, to the best of the Seller's or Company's knowledge, threatened audits, investigations or claims for or relating to any material additional liability in respect of Taxes, and there are no matters under discussion with any governmental authorities with respect to Taxes that in the reasonable judgment of the Company, or its counsel, is likely to result in a material additional liability for Taxes. Audits of federal, state, and local returns for Taxes by the relevant taxing authorities have been completed for each period subsequent to October 31, 1990 except as set forth in Schedule 4.19 and, except as set forth therein, the Company has not been notified that any taxing authority intends to audit a return for any period. Except as set forth in Schedule 4.19, no extension of a statute of limitations relating to Taxes is in effect with respect to the Company.
Audits, Investigations or Claims. There are no pending or, to the best of Seller's knowledge, threatened audits, investigations or claims for or relating to any material additional liability in respect of Taxes, and there are no matters under discussion with any governmental authorities with respect to Taxes that in the reasonable judgment of Seller, or its counsel, is likely to result in a material additional liability for Taxes. Seller has not been notified that any taxing authority intends to audit a return for any period. No extension of a statute of limitations relating to Taxes is in effect with respect to Seller.
Audits, Investigations or Claims. No deficiencies for any amount of material Taxes have been proposed or assessed in writing against any of the Company and the Company Subsidiaries by any Governmental Entity. Neither the Company nor any of the Company Subsidiaries (i) is the subject of any currently ongoing Tax audit or other proceeding with respect to material Taxes and (ii) has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which waiver or extension is currently in effect.
Audits, Investigations or Claims. No deficiencies for Taxes against any of the Company and the Company Subsidiaries have been claimed, proposed or assessed in writing by any taxing or other Governmental Entity. There are no pending or, to the knowledge of the Company, threatened audits, assessments or other actions for or relating to any liability in respect of Taxes of the Company or any Company Subsidiary. Neither the Company nor any of the Company Subsidiaries nor any predecessor 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 or Claims. No deficiencies for Taxes have -------------------------------- been claimed, proposed or assessed in writing by any Taxing Authority against any of the Companies which have not been paid or reserved in the Financial Statements. Since January 1, 1994, no claim has been made by any Taxing Authority in a jurisdiction in which a Company does not file Tax Returns that such Company is or may be subject to taxation by such jurisdiction. Except as set forth in Schedule 3.23(d), there are no pending or, to the knowledge of Shareholders, threatened audits, investigations or claims for or relating to any liability in respect of Taxes that in the reasonable judgment of Shareholders are likely to result in an additional amount of Taxes, and there are no matters under discussion with any Taxing Authority with respect to Taxes that in the reasonable judgment of Shareholders is likely to result in an additional liability for Taxes to the Companies. Audits of federal, state, and local returns for income Taxes by the relevant taxing or other governmental authorities have been completed for the periods set forth in Schedule 3.23. No income Tax Return is currently the subject of audit, and the Companies have not been notified in writing that any Taxing Authority intends to audit a Return for Taxes for any other period. No extension of a statute of limitations relating to Taxes is in effect with respect to the Companies. Except as set forth in Schedule 3.23(d), no power of attorney which is currently in force has been executed by the Companies with respect to any matters relating to Taxes.
Audits, Investigations or Claims. No deficiencies for Taxes of the Company or any of its Subsidiaries have been claimed, proposed or assessed by any Taxing Authority which has not since been finally resolved by payment of such Taxes or agreement with the relevant Taxing Authority, with no unpaid liability for any such Taxes or under any such agreement. There are no pending or, to the Knowledge of the Company, threatened audits, assessments or other proceedings for or relating to any liability for Taxes payable by the Company or any of its Subsidiaries, and there are no matters under discussion with any Taxing Authority, or known to the Company with respect to Taxes that are likely to result in an additional liability for Taxes of the Company or any of its Subsidiaries. The Company has delivered or made available to Buyer complete and accurate copies of federal, state and local income Tax Returns and, to the extent specifically requested by Buyer, all other Tax Returns filed by the Company, its Subsidiaries and their respective predecessors since the relevant entity’s inception, and complete and accurate copies of all examination reports and statements of Tax owed arising out of audits or proceedings asserting or assessing Tax liabilities against the Company, any of its Subsidiaries or any of their respective predecessors in respect of an alleged failure of the Company, any of its Subsidiaries or any of their respective predecessors to timely file Tax Returns or pay Taxes otherwise due. None of the Company, any of its Subsidiaries or any of their respective predecessors 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 which is currently effective, nor has any request been made in writing for any such extension or waiver that was not executed as requested and for which the relevant period for assessment has not since expired. No power of attorney (other than powers of attorney authorizing employees of the Company or any of its Subsidiaries to act on behalf of the Company or any of its Subsidiaries, as applicable) with respect to any Taxes has been executed or filed with any Taxing Authority that is currently in force.
Audits, Investigations or Claims. There is no dispute or claim which has not been resolved concerning any Tax liability of UBID either (A) claimed or raised by any Taxing authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of UBID has Knowledge. There is no currently pending audit of any Tax Return of UBID by any Taxing authority, and UBID has not been notified in writing that any Taxing authority intends to audit any Tax Return of UBID. UBID has not executed any outstanding waivers or consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns.
Audits, Investigations or Claims. No deficiencies for Taxes against any of the Acquired Companies have been claimed, proposed or assessed by any Governmental Authority in writing. There are no pending or, to the Knowledge of any of the Acquired Companies, Threatened audits, assessments or other Proceedings for or relating to any liability in respect of Taxes of any of the Acquired Companies, and there are no matters under discussion with any Governmental Authority, or Known to the Seller or the Acquired Companies, with respect to Taxes that are likely to result in an additional material liability for Taxes with respect to any of the Acquired Companies. The Acquired Companies have delivered or made available to Buyer complete and accurate copies of federal, state, local and foreign Tax Returns of each of the Acquired Companies and their predecessors for all Tax years beginning after December 31, 2005, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by any of the Acquired Companies or any predecessors, and any correspondence with any Governmental Authorities regarding liability for Taxes, since December 31, 2005. No statute of limitations in respect of any Tax (including for assessment of collection of any Tax) of any of the Acquired Companies has been waived or extended.
