Common use of Certain Employee Payments Clause in Contracts

Certain Employee Payments. NeoHydro Technologies Corp. is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of NeoHydro Technologies Corp. of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered. Tax Returns and Tax Payments. • NeoHydro Technologies Corp. has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by NeoHydro Technologies Corp. has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). NeoHydro Technologies Corp. is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to NeoHydro Technologies Corp. by a taxing authority in a jurisdiction where NeoHydro Technologies Corp. does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of NeoHydro Technologies Corp. did not, as of the NeoHydro Technologies Corp. Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the NeoHydro Technologies Corp. Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of NeoHydro Technologies Corp. and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of NeoHydro Technologies Corp.. • No material claim for unpaid Taxes has been made or become a lien against the property of NeoHydro Technologies Corp. or is being asserted against NeoHydro Technologies Corp., no audit of any Tax Return of NeoHydro Technologies Corp. is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by NeoHydro Technologies Corp. and is currently in effect. NeoHydro Technologies Corp. has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Environmental Matters. NeoHydro Technologies Corp. is in compliance with all Environmental Laws in all material respects. NeoHydro Technologies Corp. holds all permits and authorizations required under applicable Environmental Laws, unless the failure to hold such permits and authorizations would not have a material adverse effect on NeoHydro Technologies Corp.. NeoHydro Technologies Corp. is compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects. No releases of Hazardous Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by NeoHydro Technologies Corp. or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any liability to NeoHydro Technologies Corp.. NeoHydro Technologies Corp. has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to NeoHydro Technologies Corp.. NeoHydro Technologies Corp. has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on NeoHydro Technologies Corp.. There are no past, pending or threatened claims under Environmental Laws against NeoHydro Technologies Corp. and NeoHydro Technologies Corp. is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against NeoHydro Technologies Corp. pursuant to Environmental Laws.