Common use of Audits, Investigations or Claims Clause in Contracts

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. No deficiencies for Taxes of the Company or any of its Subsidiaries Acquired Companies have been claimed, claimed or proposed or assessed in writing 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 agreementGovernmental Entity. There are no pending or, to the Knowledge knowledge of the CompanySelling Securityholders or the Acquired Companies, threatened audits, assessments or other proceedings actions for or relating to any liability for in respect of Taxes payable by of the Company Acquired Companies (or any of its Subsidiariestheir predecessors or affiliates), and there are no matters under discussion with any Taxing Authoritygovernmental authorities, or known to the Company Selling Securityholders or the Acquired Companies, with respect to Taxes that are likely to result in an additional liability for Taxes of with respect to the Company Acquired Companies (or any of its Subsidiariestheir predecessors or affiliates). The Company has delivered or made available to Buyer complete and accurate copies of foreign, federal, state and local income Tax Returns and, to of the extent specifically requested by Buyer, all other Tax Returns filed by the Company, its Subsidiaries Acquired Companies (and their respective predecessors since and affiliates) for the relevant entity’s inceptionyears ended December 31, 2000, 2001, 2002, 2003, 2004 and 2005, and complete and accurate copies of all examination reports and statements of Tax owed arising out of audits deficiencies assessed against or proceedings asserting or assessing Tax liabilities against the Company, agreed to by any of its Subsidiaries or any of Acquired Company (and their respective predecessors in respect of an alleged failure predecessors) since December 31, 2001. The Tax Returns of the Company, any Acquired Companies have been audited by the IRS or the prescribed Governmental Entity in the relevant jurisdiction or are closed by the statute of its Subsidiaries or any of their respective predecessors to timely file limitations for all taxable years through the taxable years specified for such Tax Returns or pay Taxes otherwise due. None in Section 3.6(c) of the Company, Disclosure Schedule. The Acquired Companies have not (nor has any of its Subsidiaries predecessor or any of their respective predecessors has affiliate) 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 effectivedeficiency, 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 expiredwaiver. 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 applicableCompany) with respect to any Taxes has been executed or filed with any Taxing Authority that is currently in forceTax authority or other Governmental Entity.

Audits, Investigations or Claims. No deficiencies for for, or adjustments in respect of, Taxes against any of the Company or any of its and the Company Subsidiaries have been claimed, proposed proposed, asserted or assessed by any Taxing Authority which has not since been finally resolved by payment of such Taxes taxing or agreement with the relevant Taxing Authority, with no unpaid liability for any such Taxes or under any such agreementother Governmental Entity. There are no pending or, to the Knowledge of the Company, threatened or proposed audits, assessments assessments, proceedings or other proceedings actions for or relating to any liability for in respect of Taxes payable by of the Company or any of its SubsidiariesCompany Subsidiary, and there are no matters under discussion with any Taxing AuthorityGovernmental Entities, or known to the Company Company, with respect to Taxes that are likely to result in an additional a material liability for Taxes with respect to the Company or any Company Subsidiary. No claim for assessment or collection of Taxes which previously has been asserted relating in whole or in part to the Company or any Company Subsidiary remains unpaid. No issues relating to Taxes of the Company or any of its Subsidiariesthe Company Subsidiaries were raised by the relevant taxing authority in any completed audit or examination that would reasonably be expected to result in a material amount of Taxes in a later taxable period. The Except as set forth on Section 3.18(c) of the Company Disclosure Schedule, the Company has delivered or made available to Buyer Parent true and complete and accurate copies of federal, state and local all filed income Tax Returns and, to the extent specifically requested by Buyer, and all other filed material Tax Returns filed by of each of the Company, its Company and the Company Subsidiaries and their respective predecessors since for the relevant entity’s inceptionyears ended prior to January 1, 2016, and true and complete and accurate copies of all material examination reports and statements of Tax owed arising out deficiencies assessed against or agreed to by the Company or any Company Subsidiary or any predecessors for the years ended prior to January 1, 2016. Except as set forth on Section 3.18(c) of audits or proceedings asserting or assessing Tax liabilities against the CompanyCompany Disclosure Schedule, neither the Company nor any of its the Company Subsidiaries or nor 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 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 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 forcedeficiency.

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 taxing or agreement with the relevant Taxing Authority, with no unpaid liability for other governmental authority against any such Taxes or under any such agreementSeller. There are no pending or, to the Knowledge of the Companyeach Seller's knowledge, threatened audits, assessments investigations, disputes or claims or other proceedings Actions for or relating to any liability Liability for Taxes payable by the Company or with respect to any of its SubsidiariesSeller, and there are no matters under discussion by any Seller with any Taxing Authoritygovernmental authorities, or known to the Company any Seller, with respect to Taxes that are reasonably likely to result in an additional liability Liability for Taxes with respect to any Seller. Audits of federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth in Section 3.21(c) of the Company or Seller Disclosure Schedule and, except as set forth in the Seller Disclosure Schedule, no Seller nor any of its Subsidiariespredecessor has been notified that any taxing authority intends to audit a Tax Return for any other period. The Company Each Seller 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, of such Seller and its predecessors for all other Tax Returns filed by the Company, its Subsidiaries and their respective predecessors tax years since the relevant entity’s such Seller's inception, and complete and accurate copies of all examination reports and statements of Tax owed arising out of audits deficiencies assessed against or proceedings asserting or assessing Tax liabilities against the Company, any of agreed to by Seller since its Subsidiaries or any of their respective predecessors inception. Except as set forth in respect of an alleged failure Section 3.21(c) of the CompanySeller Disclosure Schedule, 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 no Seller 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 forcedeficiency.