Common use of Copies of Returns; Audits; etc Clause in Contracts

Copies of Returns; Audits; etc. The Founding Stockholders and GS LP have (or by the Closing Date will have) delivered to MGI and the Parent complete and accurate copies of all CERA Returns with respect to all periods beginning on or after July 1, 1993 that have been filed or will be required to be filed (after giving effect to all valid extensions of time for filing) by CERA LP or CERA Inc. on or before the Closing Date. Except as set forth in Section 2.1.6(d) of the CERA Disclosure Letter, (i) no CERA Taxes or CERA Employment and Withholding Taxes have been asserted by any Governmental Authority since January 1, 1994 to be due, (ii) no revenue agent's report or written assessment for Taxes has been issued by any Governmental Authority in the course of any audit that has been completed since 22 30 July 1, 1993 with respect to CERA Taxes or CERA Employment and Withholding Taxes and (iii) no issue has been raised by any Governmental Authority in the course of any audit that has not been completed with respect to CERA Taxes or CERA Employment and Withholding Taxes, which issue has been raised in a writing that has been received by any of the Stockholders, GS LP, CERA LP or CERA Inc. Except as set forth in Section 2.1.6(d) of the CERA Disclosure Letter, no CERA Return is currently under audit by any other taxing authority, and no CERA Employment and Withholding Taxes are currently under audit by any taxing authority. Except as set forth in Section 2.1.6(d) of the CERA Disclosure Letter, neither the IRS nor any other taxing authority is now asserting in writing against CERA LP or CERA Inc. any adjustment or any deficiency or claim for additional Taxes or Employment and Withholding Taxes.

Copies of Returns; Audits; etc. The Founding Stockholders and GS LP have MGI has (or by the Closing Date will have) delivered to MGI the Founding Stockholders and the Parent GS LP complete and accurate copies of all CERA MCM Returns with respect to federal consolidated Income Taxes and separate state Income Taxes for all periods beginning on or after July 1, 1993 that have been filed or will be required to be filed (after giving effect to all valid extensions of time for filing) by CERA LP or CERA Inc. on or before the Closing Date. Except as set forth in Section 2.1.6(d2.4.9(d) of 42 50 the CERA MGI Disclosure Letter, (i) no CERA MCM Taxes or CERA MCM Employment and Withholding Taxes have been asserted by any Governmental Authority since January 1, 1994 to be due, (ii) no revenue agent's report or written assessment for Taxes has been issued by any Governmental Authority in the course of any audit that has been completed since 22 30 July 1, 1993 with respect to CERA MCM Taxes or CERA MCM Employment and Withholding Taxes and (iii) no issue has been raised by any Governmental Authority in the course of any audit that has not been completed with respect to CERA MCM Taxes or CERA MCM Employment and Withholding Taxes, which issue has been raised in a writing that has been received by any of the Stockholders, GS LP, CERA LP or CERA Inc. MCM Companies. Except as set forth in Section 2.1.6(d2.4.9(d) of the CERA MGI Disclosure Letter, no CERA Return is currently under audit by any other taxing authority, and no CERA Employment and Withholding Taxes are currently under audit by any taxing authority. Except as set forth in Section 2.1.6(d2.4.9(d) of the CERA MGI Disclosure Letter, neither the IRS nor any other taxing authority is now asserting in writing against CERA LP or CERA Inc. any adjustment or of the MCM Companies any deficiency or claim for additional Taxes or Employment and Withholding Taxes or any adjustment of Taxes or Employment and Withholding Taxes.

Copies of Returns; Audits; etc. The Founding Stockholders and GS LP have Company has (or by the Closing Date Effective ------------------------------ Time will have) delivered made available to MGI and the Parent Buyer complete and accurate copies of all CERA Tax Returns with respect to all periods beginning on or after July 1May 31, 1993 1996 that have been filed or will be required to be filed (after giving effect to all valid extensions of time for filing) by CERA LP or CERA Inc. on or before the Closing DateEffective Time. Except as set forth in Section 2.1.6(d) of the CERA Disclosure LetterSchedule 3.9(d), (i) no CERA Company Taxes or CERA Employment and Withholding Taxes have been asserted in writing by any Governmental Authority Entity since January 1May 31, 1994 1996 to be duedue which have not been paid or settled, (ii) no revenue agent's report or written assessment for Taxes has been issued by any Governmental Authority Entity in the course of any audit that has been completed since 22 30 July 1May 31, 1993 1996 with respect to CERA Company Taxes or CERA Employment and Withholding Taxes and which have not been paid or settled, (iii) no issue has been raised by any Governmental Authority Entity in the course of any audit that has not been completed with respect to CERA Company Taxes or CERA Employment and Withholding Taxes, which issue has been raised in a writing that has been received by the Company, (iv) there are no requests for rulings or determinations in respect of any Tax or Tax asset pending between the Company or any of its Subsidiaries and any Taxing authority. Schedule 3.9(d) sets forth the Stockholders, GS LP, CERA LP Tax Returns with respect to U.S. federal Income Taxes that have been audited or CERA Inc. are currently under audit. Except as set forth in Section 2.1.6(d) of the CERA Disclosure LetterSchedule 3.9(d), no CERA other Tax Return is currently under audit by any other taxing authority, and no CERA Employment and Withholding Taxes are currently under audit by any taxing authority. Except as set forth in Section 2.1.6(d) of the CERA Disclosure LetterSchedule 3.9(d), neither the IRS nor any other taxing authority is now asserting in writing against CERA LP or CERA Inc. any adjustment the Company or any of its Subsidiaries any material deficiency or claim for additional Taxes or Employment and Withholding any material adjustment of Taxes.

Copies of Returns; Audits; etc. The Founding Stockholders and GS LP have Company has (or by the Closing Date will have) delivered made available to MGI and the Parent Investor complete and accurate copies of all CERA Tax Returns with respect to all periods beginning on or after July 1February 28, 1993 1994 that have been filed or will be required to be filed (after giving effect to all valid extensions of time for filing) by CERA LP or CERA Inc. on or before the Closing Date. Except as set forth in Section 2.1.6(d) of the CERA Disclosure LetterSchedule 4.6(d), (i) no CERA material Company Taxes or CERA material Employment and Withholding Taxes have been asserted in writing by any Governmental Authority Entity since January 1February 28, 1994 to be due, (ii) no revenue agent's report or written assessment for Taxes has been issued by any Governmental Authority Entity in the course of any audit that has been completed since 22 30 July 1February 28, 1993 1994 with respect to CERA material Company Taxes or CERA material Employment and Withholding Taxes Taxes, and (iii) no material issue has been raised by any Governmental Authority Entity in the course of any audit that has not been completed with respect to CERA material Company Taxes or CERA material Employment and Withholding Taxes, which issue has been raised in a writing that has been received by any of the Stockholders, GS LP, CERA LP Company. Schedule 4.6(d) sets forth the Tax Returns with respect to U.S. federal Income Taxes that have been audited or CERA Inc. are currently under audit. Except as set forth in Section 2.1.6(d) of the CERA Disclosure LetterSchedule 4.6(d), no CERA other Tax Return is currently under audit by any other taxing authority, and no CERA Employment and Withholding Taxes are currently under audit by any taxing authority. Except as set forth in Section 2.1.6(d) of the CERA Disclosure LetterSchedule 4.6(d), neither the IRS nor any other taxing authority is now asserting in writing against CERA LP or CERA Inc. any adjustment the Company or any of its Subsidiaries any material deficiency or claim for additional Taxes or Employment and Withholding any material adjustment of Taxes.