Common use of Audits, Investigations or Claims Clause in Contracts

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. Except as set forth in --------------------------------- -------------------------------- Schedule 4.194.18, 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 4.194.18, there are no pending or, to the best of the Seller's Sellers' 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 4.18 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 4.194.18, no extension of a statute of limitations relating to Taxes is in effect with respect to the Company.

Audits, Investigations or Claims. Except as set forth in --------------------------------- the Schedule 4.194.21, the consolidated federal income tax returns and any required state tax Tax returns of the Company Seller have been examined audited by the Internal Revenue Service and any applicable state taxing authority for all periods from November 1, 1990, since 1995 to and including the Closingthose set forth in Schedule 4.21, and except to the extent shown therein, no material deficiencies for Taxes, have been claimed, proposed or assessed by any taxing Taxing or other governmental authority against the CompanySeller. Except as set forth in Schedule 4.194.21, there are no pending or, or to the best of the Seller's or Company's knowledge, ’s knowledge threatened audits, investigations or claims for or relating to any material additional liability Liability in respect of Taxes, and there are no matters under discussion with between the Seller and any governmental authorities with respect to Taxes that in the reasonable judgment of the Company, or its counsel, Seller is likely to result in a material additional liability Liability for Taxes. Audits of federal, state, and local returns for Taxes by the relevant taxing Taxing authorities have been completed for each period subsequent to October 31, 1990 except as set forth in Schedule 4.19 4.21 and, except as set forth thereinin the Schedule 4.21, the Company Seller has not been notified that any taxing Taxing authority intends to audit a return for any period. Except as set forth in Schedule 4.194.21, no extension or waiver of a statute of limitations relating to Taxes is in effect with respect to the CompanySeller.

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. Except as set forth in --------------------------------- -------------------------------- Schedule 4.194.17, the consolidated federal income tax returns and any required state tax returns of the Company Seller 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 Closingthose set forth in Schedule 4.17, and except to the extent shown therein, no material deficiencies for Taxes, have been claimed, proposed or assessed by any taxing or other governmental authority against the CompanySeller. Except as set forth in Schedule 4.194.17, 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 CompanySeller, 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 and set forth in Schedule 4.19 4.17 and, except as set forth therein, the Company Seller has not been notified that any taxing authority intends to audit a return for any period. Except as set forth in Schedule 4.194.17, no extension of a statute of limitations relating to Taxes is in effect with respect to the CompanySeller.

Audits, Investigations or Claims. Except as set forth in --------------------------------- Schedule 4.194.19(c), the consolidated federal income tax returns and of Seller (or any required state tax returns affiliated group of the Company which Seller is now or has been a member) have been examined by the Internal Revenue Service and any applicable state taxing authority for all periods from November 1, 1990, to and including those set forth in the ClosingDisclosure Schedule, and except to the extent shown therein, no material deficiencies for Taxes, have been claimed, proposed or assessed by any taxing or other governmental authority Governmental Entity against the CompanySeller. Except as set forth in Schedule 4.194.19(c), there are no pending orpending, or to the best of the Seller's or Company's ’s knowledge, threatened audits, investigations or claims for or relating to any material additional liability Liability in respect of Taxes, and there are no matters under discussion with any governmental authorities Governmental Entities with respect to Taxes that in the reasonable judgment of the Company, or its counsel, Seller is likely to result in a material additional liability 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 and set forth in the Disclosure Schedule 4.19 and, except as set forth thereinin the Disclosure Schedule, the Company Seller has not been notified in writing that any taxing authority intends to audit a return for any period. Except as set forth in Schedule 4.194.19(c), no extension of a statute of limitations relating to Taxes is in effect with respect to the CompanySeller.

Audits, Investigations or Claims. Except To the best of Sellers' and -------------------------------- Company's knowledge, except as set forth in --------------------------------- Schedule 4.194.18, the consolidated 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 Closingthose set forth in Schedule 4.18, and except to the extent shown therein, no material deficiencies for Taxes, have been claimed, proposed or assessed by any taxing or other governmental authority against the Company. Except as set forth in Schedule 4.194.18, there are no pending or, to the best of the Seller's Sellers' 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 To the best of Sellers' and Company's knowledge, 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 and set forth in Schedule 4.19 4.18 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.any

Audits, Investigations or Claims. Except as set forth in --------------------------------- -------------------------------- Schedule 4.194.18, the consolidated federal income tax returns and any required ------------- state tax returns of the Company have not been examined by the Internal Revenue Service and any applicable state taxing authority for all periods from November 1, 1990, to and including the Closingthose set forth in Schedule 4.18, and except to the extent shown ------------- therein, no deficiencies for Taxes, have been claimed, proposed or assessed by any taxing or other governmental authority against the Company. Except as set forth in Schedule 4.194.18, there are no pending or, to the best of the SellerCompany's or Company's ------------- Sellers' 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 4.18 and, except as set forth therein, the Company has not ------------- been notified that any taxing authority intends to audit a return for any other period. Except as set forth in Schedule 4.194.18, no extension of a statute of ------------- limitations relating to Taxes is in effect with respect to the Company.