Common use of Audits, Investigations or Claims Clause in Contracts

Audits, Investigations or Claims. No deficiencies for Taxes of the Company have been claimed, proposed or assessed by any Taxing authority or other Governmental Authority. There are no pending or threatened audits, assessments or other actions for or relating to any Liability in respect of Taxes of the Company, and there are no matters under discussion with any Governmental Authorities with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the Company. The Company has delivered or made available to Buyer complete and accurate copies of foreign, federal, state and local Tax Returns of the Company (and any predecessors) for all open years, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Company (and any respective predecessors). The Company has not (nor has any predecessor) waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, nor has any request been made in writing for any such extension or waiver. No power of attorney with respect to any Taxes has been executed or filed with any Tax authority.

Audits, Investigations or Claims. No deficiencies for Taxes of the Company have been claimed, proposed or assessed by any Taxing authority taxing or other Governmental Authoritygovernmental authority against the Company or any of its Subsidiaries. There are no pending or 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 CompanyCompany or any of its Subsidiaries, and there are no matters under discussion with any Governmental Authorities 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 CompanyCompany or any of its Subsidiaries. The Company has delivered or made available to Buyer Parent complete and accurate copies of foreign, federal, state and local Tax Returns of the Company (and any predecessors) its predecessors for all open yearsthe years ended December 31, 2002 and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by 2003. Neither the Company (and nor any respective predecessors). The Company predecessor has not (nor has any predecessor) waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, nor has any request been made in writing for any such extension or waiver. No power of attorney (other than powers of attorney authorizing employees of the Company to act on behalf of the Company) with respect to any Taxes has been executed or filed with any Tax authority.

Audits, Investigations or Claims. No deficiencies for Taxes of against the Company or the Company Subsidiary have been claimed, proposed or assessed by any Taxing authority taxing or other Governmental AuthorityEntity. There are no pending or threatened pending, in progress, or, to the knowledge of the Company, threatened, audits, assessments or other actions for or relating to any Liability liability in respect of Taxes of the Company, and there Company or the Company Subsidiary. There are no matters under discussion with any Governmental Authorities Entities, or known to the Company, with respect to Taxes that are likely to result in an additional Liability material liability for Taxes with respect to the CompanyCompany or the Company Subsidiary. The Company has delivered or made available to Buyer Parent true and complete and accurate copies of foreign, federal, state and local Tax Returns of each of the Company (and any predecessors) the Company Subsidiary and their predecessors for all open yearsthe years ended December 31, 2009, 2008, 2007, 2006 and 2005, and true and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Company (and or the Company Subsidiary or any respective predecessors)predecessors since December 31, 2005. The Neither the Company nor the Company Subsidiary nor any predecessor has not (nor has any predecessor) waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, nor has any request been made in writing for any such extension or waiver. No power of attorney with respect to any Taxes has been executed or filed with any Tax authority.

Audits, Investigations or Claims. No deficiencies for Taxes of with respect to the Company have been claimed, claimed or proposed in writing or assessed by any Taxing authority or other Governmental Authoritya Tax authority. There are no pending or or, to the Company’s Knowledge, threatened audits, assessments or other actions for or relating to any Liability liability in respect of Taxes of the Company, and there . There are no matters under discussion with any Governmental Authorities Tax Authority, or known to the Company, with respect to Taxes that are likely to result in an additional Liability liability for Taxes with respect to the Company. The Company has delivered or made available to Buyer complete and accurate copies of foreign, federal, state and local income Tax Returns of the Company (and any predecessors) its predecessors for all open yearsthe years ended December 31, 2001, 2002 and 2003, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by any of the Company (and or any respective predecessors)predecessors since December 31, 2001, with respect to Taxes of any type. The Neither the Company nor any predecessor has not (nor has any predecessor) waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, nor has any request been made in writing for any such extension or waiver. No power of attorney (other than powers of attorney authorizing employees of the Company to act on behalf of the Company) with respect to any Taxes has been executed or filed with any Tax authority.